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Directors Report of Arvind Ltd.

Mar 31, 2015

To the Members,

The Directors are pleased to present the Annual Report along with the Audited Financial Statements for the period from 1st April, 2014 to 31st March, 2015.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs. in Crores 2014-2015 2013-2014

Turnover & Operating Income 5224.69 4775.48

Profit before Finance Costs, Depreciation 955.44 860.61 and Amortisation Expenses, Extraordinary Items & Tax Expenses

Less : Finance costs 320.06 278.11

Profit before Depreciation and 635.38 582.50 Amortisation Expenses, Extraordinary Items & Tax Expenses

Less : Depreciation and Amortisation Expenses 125.83 157.51

Profit before Extraordinary Items and Tax 509.55 424.99 Expenses

Less : Exceptional Items 31.93 16.40

Profit Before Tax 477.62 408.59

Less : Current Tax 100.82 86.30

Less : Deferred Tax 68.87 47.20

Add: MAT Credit Entitlement Excess Provision of Earlier Year Written Back

Profit for the year 377.43 361.39

Profit from Ordinary Activities after tax 376.86 362.02 (Continuing Operations)

Profit from Ordinary Activities after tax 0.57 (0.63) (Discontinuing Operations)

Profit for the year 377.43 361.39

Balance of Profit brought forward 1245.33 991.07

Balance available for appropriation 1622.76 1352.46

Less : Appropriation

Transfer to General Reserve 0.00 36.15

Additional dividend on Equity Shares 0.01 0.00

Dividend distribution tax on additional 0.001 0.00 dividend on Equity Shares

Proposed Dividend on Equity Shares 65.85 60.67

Tax on Dividend 13.17 10.31

Closing Balance 1543.73 124533

2. TRANSFER TO RESERVES

No amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

3. OPERATIONS

The macroeconomic scenario during the year under review was characterized by world economy continuing its recovery from the recession in the last decade, the global growth of 3.4% showed a continued path to improvement taking into account growth of 3.4% in 2013. India''s economy also showed a continued cyclical upswing, in FY 2014-15, India''s GDP grew by 7.2%, as compared to 6.9% in FY14. While these higher numbers partially reflect the change in base year used for calculation of GDP, the overall growth demonstrates a strong recovery. Due to record-low oil prices and focus on fiscal policy by the new Government at the centre, inflation has eased. It has also allowed easing of interest rates. However the consumer spending is yet to pick-up in tandem with growth in GDP. In the backdrop of above macro-economic scenario, your Company has closed the financial year 2014-15 with 10% growth in Revenue and 10% growth in Operating Earnings before Interest, Depreciation and Taxes (EBITDA). Profit Before Tax (excluding Exceptional Items) has shown a growth of 19% compared to FY14.

The Revenue growth is led by 33% growth in Knits fabrics, followed by 10% growth in Voiles fabrics, 8% growth in Woven fabrics, 6% growth in Garments and 2% growth in Denim fabrics.

A detailed analysis of the financial results is given in the Management Discussion and Analysis report which forms part of this report.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of 25.50% C2.55 per equity share of Rs.10 each) for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.

5. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.258.24 Crores.

A) Issue of equity shares with differential rights

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

The Company has instituted the Employees Stock Option Scheme- (ESOS) to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. During the year under review, the Nomination and Remuneration Committee had granted 10.50 lacs options to certain eligible employees of the Company at an exercise price of Rs.200.45 per option, representing one equity share for each option upon exercise. The details as per the requirements of SEBI Guidelines are annexed and form part of this report. Pl. see ANEXURE-A for this.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

6. FINANCE

The Company has repaid the installments of Term Loans amounting to Rs.167 crores during the current year.

The Company has also made fresh borrowings of Rs.264 Crores for funding capital expenditure and other requirements. Long Term Debt of the Company stands to Rs.1419 crores as on 31st March, 2015.

7. FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Arvind Limited undertakes "Corporate Social Responsibility'''' (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (SHARDA) Trust and Narottam Lalbhai Rural Development Fund (NLRDF). SHARDA & NLRDF have been active in improving the quality of life of the urban poor & rural poor respectively.

During 2014-15, the first year of the mandatory CSR rule, the company has undertaken many initiatives, has prepared a strong foundation through a policy framework for expanding some of the present initiatives and undertaking newer CSR initiatives in the years to come.

Through SHARDA Trust, the company has undertaken an Educational initiative called "Gyanda-fountain for knowledge" for the municipal school going students in Ahmedabad. The initiative has completed eight years covering a complete pilot phase.

Educational intervention in Gyanda includes organised academic support as well as grooming on social, cultural and personal aspects with students from primary to higher and college education. The students from higher and professional education courses will soon start earning which will make sure that it is the last generation in poverty for them, a cherished dream that the Trust and the students have shared together. With this experience of eight years, the programme is ready for expansion from present about 1300 students to about 6000 students in next 2-3 years.

Along with school education, Trust also conducted Basic Computer Familiarization Programme for 165 students, homemakers, working and non-working women and men. 72 youth were trained for English Language Programme. The Trust also conducts regular Music classes and 135 people of all age groups were part of this during the year.

In addition, expansion is on cards with initiatives on health, skills and rural development. A need assessment survey is underway in six villages of Santej and Dholka area of Gandhinagar and Ahmedabad district for undertaking rural development initiatives.

On the other hand, through NLRDF, the company has undertaken initiatives of women and child development, HIV / AIDS awareness and prevention, community health, Micro enterprise development etc.

NLRDF implemented a project on Women and Child development titled "Promoting Appropriate Nutrition Practices" for the benefit of pregnant women, lactating women and children of the age group 0-2 years to address the concern of malnutrition. Over 10000 persons from 137 Villages of Khedbharhma Block were impacted. A

Workshop on Experience Sharing about the project was organized. Our 546 village volunteers and 312 Anganwadi workers attended this workshop. Chief of UNICEF and the Executive Director of NLRDF along with Government Officers attended the workshop.

NLRDF also has a program for creating awareness to reduce the risk of transmission of HIV/AIDS. The project reached to a population of about 960 persons in Sabarkantha District. The project''s major focus was on Behavior Change Communication, Regular Medical Checkup, Counseling, Treatment of Sexually Transmitted Diseases and Condom Promotion. In Dahej industrial area of Bharuch District, NLRDF undertook similar intervention with over 10000 migrant workers for HIV/ AIDS prevention and control.

To strengthen the implementation of Mid Day Meal Scheme in selected 15 tribal schools, NLRDF undertook a pilot project in Khedbrahma block of Sabarkantha District. It was done by imparting nutrition education in school. The program has impacted 560 Boys and 599 Girls of 15 primary schools.

Under Micro Enterprise Development Program, NLRDF trained about 100 participants in various trades like Beauty Parlor, Mason, Garment and Artificial Jewelry making. All the participants were given respective Kits to start their venture.

New Initiatives

In addition to the above ongoing programs, the company has planned initiatives on following:

Promoting Education

The company is set to expand the ongoing education support program Gyanda from present 1300 students to reach out to about 6000 students in 2-3 years. In addition, establishing a scholarship program for higher education for students is also on the card. To support these programs partially, a corpus has been created with SHARDA Trust.

Rural Development Projects

The company wishes to start rural development initiatives around our factory premises in Ahmedabad. To determine what initiatives can be undertaken, a Need Assessment Study is underway in six villages. Project details will be worked out based on the findings of the study. Narottam Lalbhai Rural Development Fund (NLRDF) is rural CSR arm of the company and is getting the project underway. An external agency has been roped in to undertake this study.

National Heritage, Art & Culture

Cultural Development is an area that our CSR policy wishes to address. The company has decided to support a program titled "Promotion of Indology" that aims to work on maintenance and restoration of old manuscripts as well as education and research in the field of Indology. Lalbhai Dalpatbhai Bhartiya Sanskriti Vidyamandir (LDBSV), a public charitable Trust is spearheading this project and a corpus has been created with LDBSV to support this project on ongoing basis. In addition, company has supported other cultural initiatives of Jagannath Cultural Academy & Research Centre.

The Annual Report on CSR Activities in prescribed format is enclosed with this as ANNEXURE- B.

10. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious.

The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy to deliver good performance.

11. BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. A Risk Management Committee has been constituted to oversee the risk management process in the Company required under Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Risk Management Committee bi-annually will review the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework.

The Company has identified in all 17 risks, 6 Strategic Risks, 8 Operational Risks & 3 Regulatory Risks. Key Strategic Risks include geographical concentration of its manufacturing capacity, fluctuation in cotton prices, business continuity & succession planning. Key Operating Risks include labour unrest, customers credit risk, customers concentration & fluctuation on foreign exchange rates. Regulatory Risks include bilateral/multilateral trade agreements, government policies with respect to textiles & Regulatory compliances. The company has prepared Risk Register documenting all the risks along with risk mitigation measures which shall be reviewed by Risk Management Policy. It may be noted that none of the identified risks is such which may threaten the existence of the company.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

13. vigil MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

14. SUBSIDIARIES AND JOINT VENTURES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company at www.arvind.com

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

16. DIRECTORS

a) Changes in Directors and Key Managerial Personnel

Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013, your Directors appointed Mr. Samir Mehta as Independent Director of the Company to hold office for a period of five years with effect from 30th July, 2014, subject to approval by the members in the ensuing Annual General Meeting and his office as Independent Director shall not be subject to retirement by rotation.

Details of the proposal for appointment of Mr. Samir Mehta are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

Mr. Prabhakar Dalal, Nominee Director of EXIM Bank of India, ceased to be a Director with effect from 10th December, 2014 due to withdrawal of nomination by EXIM Bank of India. The Board places on record its deep sense of appreciation for the valuable guidance and counsel provided by Mr. Prabhakar Dalal during his tenure as a Director of the Company.

Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013, your Directors appointed Mr. Nilesh Shah as Independent Director of the Company to hold office for a period of five years with effect from 6th May, 2015, subject to approval by the members in the ensuing Annual General Meeting and his office as Independent Director shall not be subject to retirement by rotation.

Details of the proposal for appointment of Mr. Nilesh Shah are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

Mr. Punit Lalbhai will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and one Independent Directors'' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions upto 31st December, 2014 were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for a period upto 31st March, 2015 and for the financial year 2015-16. Unforeseen related party transactions upto Rs.1 crore per transaction with related parties not covered under the omnibus approval has also been approved by the Audit Committee. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm''s length basis, form AOC - 2 is not applicable to the Company.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. AUDITORS

A. Statutory Auditors

The Company''s Auditors, Sorab S. Engineer & Co. Chartered Accountants, Ismail Building, 381, Dr. D. Naoroji Road, Fort, Mumbai-400 001 who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members'' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors'' Report.

B. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. the cost audit records maintained by the Company in respect of its textiles and telecommunication products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 3.75 lakhs. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

C. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Hitesh Buch & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -C".

21. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

22. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

23. CONSERVATION OF Energy, Technology ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under

Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

24. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-E".

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

27. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By order of the Board Date: May 14, 2015 Sanjay Lalbhai Place: Ahmedabad Chairman and Managing Director


Mar 31, 2014

To the Members,

The Directors are pleased to present the Annual Report along with the Audited Financial Statements for the period from 1st April, 2013 to 31st March, 2014.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs. in Crores

2013-2014 2012-2013

Turnover & Operating Income 4775.48 3780.29

Profit before Finance Costs, Depreciation 878.94 680.15 and Amortisation Expenses, Extraordinary Items & Tax Expenses

Less : Finance costs 296.44 268.44

Profit before Depreciation and 582.50 411.71 Amortisation Expenses, Extraordinary Items & Tax Expenses

Less : Depreciation and Amortisation Expenses 157.51 150.49

Profit before Extraordinary Items and 424.99 261.22 Tax Expenses

Less : Exceptional Items 16.40 0.00

Profit Before Tax 408.59 261.22

Less : Current Tax 86.30 53.79

Less : Deferred Tax 47.20 0.00

Add: MAT Credit Entitlement (86.30) (53.79)

Profit for the year 361.39 261.22

Balance of Profit brought forward 991.07 799.67

Balance available for appropriation 1352.46 1060.89

Less : Appropriation :

Transfer to General Reserve 36.15 20.00

Proposed Dividend on Equity Shares 60.67 42.58

Tax on Dividend 10.31 7.24

Closing Balance 1245.33 991.07

2. OPERATIONS

The macroeconomic scenario during the year under review was characterized by world economy continuing its downward trend on growth; as world economy further decelerated growth rate to 3.0% in 2013 compared to 3.2% in 2012. India''s economy showed some signs of recovery, albeit slow, in FY 2013-14. India''s GDP growth rate moderately increased to 4.9%, as compared to 4.5% in FY 2012-13. This was accompanied by some easing in the infation rate. However, high interest rates, a depreciated currency and uncertainty due to general elections have led to deceleration in the economic recovery. Particularly, performance of industry sector was lacklustre last year, owing to high interest cost and low investment. In the backdrop of above macro-economic scenario, the performance of your Company is highly encouraging. Your Company has closed the financial year 2013-14 with 26% growth in sales and 29% growth in Operating Earnings before Interest, Depreciation and Taxes. (Operating EBITDA). PBT (excluding Exceptional Income) has shown a growth of 63% compared to the previous year.

Your Company has achieved the growth across all business segments. The Revenue from Denim has increased by 22% (17% increase, ignoring the loss of volume on account of strike in the previous year). As a result of expansion in capacity and increase in price, the Woven Business registered a growth of 29% in Revenue, Voiles Business registered a growth of 21%, Knits Business registered a growth of 48% and Garments Business registered a growth of 27%.

A detailed analysis of the financial results is given in the Management Discussion and Analysis report, which forms part of this report.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.35 per equity share of Rs.10 each.

4. FINANCE

The Company has repaid the installments of Term Loans amounting to Rs.228 crores during the current year.

The Company has also made fresh borrowings of Rs.447 Crores for funding capital expenditure and other requirements. Long Term Debt of the Company stands to Rs.1322 crores as on 31st March, 2014.

5. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employees Stock Option Scheme- (ESOS) to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. At present 66,680 options granted at an exercise price of Rs.73.70 per option pursuant to the Scheme are outstanding. The details as per the requirements of SEBI Guidelines are annexed and form part of this report.

6. SUBSIDIARIES

A detailed discussion on certain subsidiary companies and their performance during the year is contained in the Management Discussion and Analysis Report which forms part of this Report.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report.

7. DIRECTORS

Mr. Munesh Khanna resigned from the Board of Directors of the Company with effect from 15th April, 2014. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered by Mr. Munesh Khanna during his tenure as a Director.

Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013, your Directors appointed Mr. Vallabh Bhanshali and Mr. Dileep C. Choksi as Independent Directors of the Company to hold ofce for a period of five years with effect from 12th May, 2014, subject to approval by the members in the ensuing Annual General Meeting and their ofce as Independent Director shall not be subject to retirement by rotation. Details of the proposal for appointment of Mr. Vallabh Bhanshali and Mr. Dileep C. Choksi are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

Pursuant to provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, your Directors are seeking appointment of Dr. Bakul Dholakia and Ms. Renuka Ramnath as Independent Directors of the Company for five consecutive years, for a term upto 31st July, 2019. Details of the proposal for appointment of Dr. Bakul Dholakia and Ms. Renuka Ramnath are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

Mr. Sudhir Mehta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and does not seek re-appointment owing to his preoccupations and other busy schedules. Accordingly, Mr. Sudhir Mehta retires at this Annual General Meeting and the Board has decided not to fill, for the time being, the vacancy caused due to his retirement.

Mr. Sanjay Lalbhai shall retire at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re- appointment.

8. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

9. RESPONSIBILITY STATEMENT

The Directors confrm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

2. such accounting policies have been selected and applied consistently and such judgments and estimates have been made as are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profit of the Company for that period;

3. proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the statements of accounts for the year ended on 31st March, 2014 have been prepared on a going concern basis.

10. FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2014.

11. INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this report. However, as per the provisions of Section 219 (1)(b) (iv), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earning and outgo and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Ofce of the Company or write to the Secretary for a copy.

12. AUDITORS

The Auditors, Sorab S. Engineer & Co., retire and ofer themselves for re-appointment. It is proposed that Sorab S. Engineer & Co., be re- appointed as auditors of the Company. You are requested to appoint the auditors and fx their remuneration.

13. ACKNOWLEDGEMENT

Your Directors would like to appreciate the eforts of the Company''s employees for their continued co-operation and unstinted support extended to the company. The support of all lenders including Financial Institutions, Commercial Banks, Overseas Banks and vendors and buyers has also been invaluable to the Company''s performance and your Directors take this opportunity to appreciate it deeply.

By Order of the Board

Date: May 15, 2014 Sanjay S. Lalbhai

Place: Ahmedabad. Chairman and Managing Director


Mar 31, 2013

To the Members,

The Directors are pleased to present the Annual Report along with the Audited Financial Statements for the period from 1st April, 2012 to 31st March, 2013.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs. in Crores 2012-2013 2011-2012

Turnover & Operating Income 3780.29 3494.12

Profit before Finance Costs, 680.15 637.05 Depreciation and Amortisation Expenses, Extraordinary Items & Tax Expenses

Less : Finance costs 268.44 270.25

Profit before Depreciation and 411.71 366.80 Amortisation Expenses, Extraordinary Items & Tax Expenses

Less : Depreciation and Amortisation Expenses 150.49 130.51

Profit before Extraordinary Items and 261.22 236.29 Tax Expenses

Add : Extraordinary Items 0.00 251.80

Profit Before Tax 261.22 488.09

Less : Current Tax 53.79 85.15

Add: MAT Credit Entitlement (53.79) (31.29)

Profit for the year 261.22 434.23

Balance of Profit brought forward 799.67 450.12

Add : Profit of Amalgamated Company 0.00 1.62

Less: Amount transferred to Statement of 0.00 56.31 Profit and Loss on account of Amalgamation

Balance available for appropriation 1060.89 829.66

Less : Appropriation :

Transfer to General Reserve 20.00 NIL

Proposed Dividend on Equity Shares 42.58 25.80

Tax on Dividend 7.24 4.19

Closing Balance 991.07 799.67

2. OPERATIONS

The macroeconomic environment posed many challenges for the company during the year under review. On domestic front, stagnant economy, high inflation and higher interest rates dampened the consumer sentiments. On global front Euro Zone continued to be in turmoil. On the top of challenging macroeconomic scenario, our company witnessed unprecedented event of strike at two of its manufacturing plants in the month of June, 2012 leading to loss of production. It is heartening to note that despite such a challenging environment, our Company has closed the financial year 2012-13 with 8% growth in sales and 7% growth in Operating Earnings before Interest, Depreciation and Taxes. (Operating EBITDA). PAT (excluding Exceptional Income) has shown a growth of 11% compared to the previous year.

The growth in revenue was mainly led by woven fabric division which registered growth of 28% in volume and 30% in revenue. The Operational Excellence Drive to improve the productivity has resulted into higher operating margins for woven business. While denim fabric volume was lower by 7% on account of loss of production during strike period, it has maintained its profitability under highly competitive market scenario. Denim Business continues with its strategy of improving product and customer mix so as to achieve higher contribution per meter.

A detailed analysis of the financial results is given in the Management Discussion and Analysis report which forms part of this report.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.65 per equity share of Rs.10 each.

4. FINANCE

The Company has repaid the installments of Term Loans amounting to Rs. 195 crores during the current year.

The Company has also made fresh borrowings of Rs. 434 Crores for funding capital expenditure and other requirements. Long Term Debt of the Company stands to Rs. 1104 crores as on 31st March, 2013.

5. EMOLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employees Stock Option Scheme- (ESOS) to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. 27.50 lacs and 2.00 lacs options were granted to certain eligible employees and directors of the company and its subsidiary companies by the Remuneration Committee at an exercise price of Rs. 14.65 per option and Rs. 73.70 per option respectively, representing one share for each option upon exercise. The details as per the requirements of SEBI Guidelines are annexed and form part of this report.

6. SUBSIDIARIES

A detailed discussion on subsidiary companies and their performance during the year is contained in the Management Discussion and Analysis Report which forms part of this Report.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report.

7. DIRECTORS

Mr. G.M.Yadwadkar, a Nominee Director of IDBI Bank Ltd. has ceased to be a Director with effect from 1st August, 2012 due to withdrawal of his nomination by IDBI Bank Ltd. The Board places on record its deep sense of appreciation for the valuable services rendered by Mr. G.M.Yadwadkar during his tenure as Director.

Mr. Punit Lalbhai and Mr. Kulin Lalbhai were appointed as Additional Directors of the Company with effect from 26th July, 2012. They were also appointed as Executive Directors of the Company for a period commencing from 1st August, 2012 to 31st July, 2017.

At the ensuing Annual General Meeting, Dr. Bakul Dholakia and Ms. Renuka Ramnath, Directors of the Company, retire by rotation, but being eligible, offer themselves for re-appointment.

8. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

9. RESPONSIBILITY STATEMENT

The Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

2. such accounting policies have been selected and applied consistently and such judgments and estimates have been made as 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 ended on 31st March, 2013 and of the profit of the Company for that period;

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

4. the statements of accounts for the year ended on 31st March, 2013 have been prepared on a going concern basis.

10. FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2013.

11. INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this report. However, as per the provisions of Section 219 (1)(b) (iv), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earning and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Secretary for a copy.

12. AUDITORS

The Auditors, Sorab S. Engineer & Co., retire and offer themselves for re-appointment. It is proposed that Sorab S. Engineer & Co., be re- appointed as auditors of the Company. You are requested to appoint the auditors and fix their remuneration.

13. ACKNOWLEDGEMENT

Your Directors would like to appreciate the efforts of the Company''s employees for their continued co-operation and unstinted support extended to the company. The support of all lenders including Financial Institutions, Commercial Banks, Overseas Banks etc. and vendors, investors, business associates, Government of India and State Government and various departments and agencies has also been invaluable to the Company''s performance and your Directors take this opportunity to appreciate it deeply.

By Order of the Board

Date: 16th May, 2013 Sanjay S. Lalbhai

Place: Ahmedabad. Chairman and Managing Director


Mar 31, 2012

To the Members,

The Directors are pleased to present the Annual Report along with the Audited Financial Statements for the period from 1st April, 2011 to 31st March, 2012.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs. in Crores

2011-2012 2010-2011

Turnover & Operating Income 3494.12 2683.26

Profit before Finance Costs, 637.05 438.19

Depreciation and Amortisation

Expenses, Extraordinary Items & Tax

Expenses

Less : Finance costs 270.25 187.23

Profit before Depreciation and 366.80 250.96

Amortisation Expenses, Extraordinary

Items & Tax Expenses

Less : Depreciation and Amortisation 130.51 116.16

Expenses

Profit before Extraordinary Items and 236.29 134.80

Tax Expenses

Add : Extraordinary Items 251.80 0.00

Profit Before Tax 488.09 134.80

Less : Current Tax 85.15 26.84

Add: MAT Credit Entitlement (31.29) (26.84)

Profit for the year 434.23 134.80

Balance of Profit brought forward 450.12 314.42

Add : Profit of Amalgamated Company 1.62 0.00

Less: Amount transferred to Statement of 56.31 0.00

Profit and Loss on account of Amalgamation

Add: Transfer from Debenture Redemption 0.00 0.90

Reserve

Balance available for appropriation 829.66 450.12

Less : Appropriation :

Proposed Dividend on Equity Shares 25.80 0.00

Tax on Dividend 4.19 0.00

Closing Balance 799.67 450.12

2. OPERATIONS

The Financial year 2011-12 was extremely challenging year for our company. The year was characterized by global slowdown, weak retail demand at home, high volatility in cotton prices and foreign exchange and higher interest cost. It is satisfying to note that in the backdrop of such a challenging environment, our Company has closed the financial year 2011-12 with 30% growth in sales and 28% growth in Operating Earnings before Interest Depreciation and Taxes (Operating EBITDA). PAT (excluding Exceptional Income) has shown a growth of 75% compared to the previous year.

A detailed analysis of the financial results is given in the Management Discussions and Analysis report which forms part of this report.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share of Rs.10 each.

4. FINANCE

During the year, the Company has repaid the installments of Term Loans amounting to Rs. 401 crores falling due during the current year. The Company has also made fresh borrowings of Rs. 223 Crores for funding capital expenditure and other requirements. Long Term Debt including lease of the Company stands to Rs. 829 crores as on 31st March, 2012.

5. EMOLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employees Stock Option Scheme- (ESOS) to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. 27.50 lacs and 2.00 lacs options were granted to certain eligible employees and directors of the company and its subsidiary companies by the Remuneration Committee at an exercise price of Rs.14.65 per option and Rs.73.70 per option respectively, representing one share for each option upon exercise. The details as per the requirements of SEBI Guidelines are annexed and form part of this report.

6. SUBSIDIARIES

A detailed discussion on subsidiary companies and their performance during the year is contained in the Management Discussion and Analysis Report which forms part of this Report.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report.

In view of the closure of business, the accounts of Arvind Overseas (Mauritius) Limited and Arvind Spinning Limited have not been prepared on the going on concern basis. Arvind Textile Mills Limited has not commenced its business. Hence, the accounts of these subsidiary companies have not been consolidated with accounts of the company as per the provisions of the Accounting Standard 21 relating to consolidation of accounts.

7. DIRECTORS

Export-Import Bank of India has nominated Mr. Prabhakar Dalal as its Nominee Director on the Board of the Company in place of Mr. R. W. Khanna with effect from 29th April, 2011. The Board places on record its deep sense of appreciation for the valuable services rendered by Mr. R. W. Khanna during his tenure as Director.

At the ensuing Annual General Meeting, Mr. Jayesh Shah and Mr. Munesh Khanna, Directors of the Company, retire by rotation, but being eligible, offer themselves for re-appointment.

8. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certifcate is annexed to the Report on Corporate Governance.

9. RESPONSIBILITY STATEMENT

The Directors confrm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

2. such accounting policies have been selected and applied consistently and such judgments and estimates have been made as 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 ended on 31st March, 2012 and of the profit of the Company for that period;

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

4. the statements of accounts for the year ended on 31st March, 2012 have been prepared on a going concern basis.

10. FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2012.

11. INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this report. However, as per the provisions of Section 219 (1)(b) (iv), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earning and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Secretary for a copy.

12. AUDITORS

The Auditors, Sorab S. Engineer & Co., retire and offer themselves for re-appointment. It is proposed that Sorab S. Engineer & Co., be re- appointed as auditors of the Company. You are requested to appoint the auditors and fix their remuneration.

13. ACKNOWLEDGEMENT

Your Directors would like to appreciate the eforts of the Company's employees for their continued co-operation and unstinted support extended to the company. The support of all lenders including Financial Institutions, Commercial Banks, Overseas Banks and vendors and buyers has also been invaluable to the Company's performance and your Directors take this opportunity to appreciate it deeply.

By Order of the Board

Date : 9th May, 2012 SANJAY S. LALBHAI

Place: Ahmedabad. CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

To the Members,

The Directors are pleased to present the Annual Report alongwith the Audited Financial Statements for the period from 1st April, 2010 to 31st March, 2011.

1. FINANCIAL PERFORMANCE :

The highlights of the financial results are:

Rs. in lacs Particulars 2010-2011 2009-2010

Turnover and other income 62060.51 47651.03

Profit before depreciation, interest and taxation 5275.13 5141.54

Less: Interest & Finance Cost (Net) 2121.61 2322.24

Less: Depreciation 3113.19 3623.07

Profit / (Loss) before tax 40.33 (803.77)

Deferred Tax - (1210.49)

Profit / (Loss) for the year 40.33 406.72

Balance as per last year's Balance Sheet (6320.59) (6727.31)

Balance carried to Balance Sheet (6280.26) (6320.59)

2. OPERATIONS :

A detailed discussion is carried out in the relevant section in Management Discussion and Analysis appended elsewhere in the Annual Report.

3. DIVIDENDS :

Your Directors do not recommend dividend on Preference Shares or Equity Shares for the period under review, considering carried forward losses of the Company.

4. DIRECTORS :

Mr. Vinod D. Modha and Mr. K. I. Patel, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and they, being eligible, offer themselves for reappointment.

5. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company.

The Auditors of the Company have certifi ed that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certifi cate is annexed to the Report on Corporate Governance.

6. RESPONSIBILITY STATEMENT :

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards.

2. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made as 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 Profit of the Company for the year.

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The attached statements of accounts for the period ended on 31st March, 2011 have been prepared on a going concern basis.

7. INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES :

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, form part of this report. However, as per the provisions of Section 219(1)(b)(iv), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earning and outgo and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Secretary for a copy.

8. AUDITORS :

The Auditors, Sorab S. Engineer & Co., Chartered Accountants, retire and offer themselves for reappointment. It is proposed that Sorab S. Engineer & Co., Chartered Accountants, be reappointed as Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

The specifi c notes forming part of the Accounts referred to in the Auditors' Report are self-explanatory and give complete information.

9. ACKNOWLEDGEMENT :

Your Directors would like to appreciate the efforts of the Company's employees for their continued co-operation and unstinted support extended to the Company. The support of all lenders including Financial Institutions, Commercial Banks, Overseas Banks, Vendors and buyers has also been invaluable and your Directors take this opportunity to appreciate it deeply.

By Order of the Board Place : Ahmedabad ANANG A. LALBHAI Date : 14.05.2011 Chairman and Managing Director


Mar 31, 2010

The Directors are pleased to present the Annual Report alongwith the Audited Financial Statements for the period from 1st April 2009 to 31st March, 2010.

1. FINANCIAL PERFORMANCE :

The highlights of the financial results are:

Rs. in lacs

2009-2010 2008-2009 Turnover and other income 47615.48 38918.62

Profit before depreciation, interest and taxation 5141.54 4112.66

Less: Interest & Finance Cost (Net) 2322.24 2909.48

Less: Depreciation 3623.07 3496.75

Profit / (Loss) before tax (803.77) (2293.57)

Fringe Benefit Tax - 17.85

Deferred Tax (1210.49) -

Profit / (Loss) for the year 406.72 <2311.42)

Balance as per last years Balance Sheet (6727.31) (4234.35)

Add: Adjustment of Exchange Rate Difference - 181.54

Balance carried to Balance Sheet (6320.59) (6727.31)

2. OPERATIONS :

A detailed discussion is carried out in the relevant section in Management Discussion and Analysis appended elsewhere in the Annual Report.

3. DIVIDENDS :

Your Directors do not recommend dividend on Preference Shares or Equity Shares for the period under review, considering carried forward losses of the Company.

4. DIRECTORS :

Mr. Naishadh I. Parikh and Mr. Shreyas C. Sheth, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and they, being eligible, offer themselves for reappointment.

Mr. Jayesh K. Shah has been appointed by the Board as an Additional Director at the meeting of the Board of Directors held on 25th January, 2010 and holds the office upto the date of this ensuing Annual General Meeting. The Company has received notice in writing Under Section 257 from a member proposing his candidature as Director.

5. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their certificate is annexed to the Report on Corporate Governance.

6. RESPONSIBILITY STATEMENT :

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards.

2. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made as 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 Profit of the Company for the year.

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The attached statements of accounts for the period ended on 31st March, 2010 have been prepared on a going concern basis.

7. INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES :

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, form part of this report. However, as per the provisions of Section 219(1)(b)(iv), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earning and outgo and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered office of the Company or write to the Company for a copy.

8. AUDITORS :

The Auditors, Sorab S. Engineer & Co., Chartered Accountants, retire and offer themselves for reappointment. It is proposed that Sorab S. Engineer & Co., Chartered Accountants, be reappointed as Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

The specific notes forming part of the Accounts referred to in the Auditors Report are self-explanatory and give complete information.

9. ACKNOWLEDGEMENT :

Your Directors would like to appreciate the efforts of the Companys employees for their continued co-operation and unstinted support extended to the Company. The support of all lenders including Financial Institutions, Commercial Banks, Overseas Banks, Vendors and buyers has also been invaluable and your Directors take this opportunity to appreciate it deeply.

By Order of the Board Place : Ahmedabad ANANG A. LALBHAI

Date : 25th May, 2010 Chairman and Managing Director



 
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