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Directors Report of Arvind Ltd.

Mar 31, 2017

To the Members,

The Directors are pleased to present the Annual Report along with the Audited Financial Statements for the period from 1st April, 2016 to 31st March, 2017.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs. in crores

Standalone

Consolidated

2016-2017

2015-2016

2016-2017

2015-2016

Turnover & Operating Income

5955 68

5364.82

9235 54

8010.57

Profit before Finance Costs, Depreciation and Amortisation Expenses,

Extraordinary Items & Tax Expenses

819.77

891.41

1021.38

1033.13

Less : Finance costs

234.28

292.16

288.41

358.63

Profit before Depreciation and Amortisation Expenses,

Extraordinary Items & Tax Expenses

58549

599.25

732.97

674.50

Less : Depreciation and Amortisation Expenses

18479

149.16

297.08

240.48

Profit before Extraordinary Items and Tax Expenses

400.70

450.09

435.89

434.02

Less : Exceptional Items

18.06

-1.37

18.06

-1.37

Profit Before Tax

382.64

451.46

41783

435.39

Current Tax

105.16

95.99

13497

105.93

Deferred Tax

6.6

34.83

(35 29)

18.69

Share of profit/(loss) of Joint Ventures

NIL

NIL

1.91

5.37

Profit After Tax

270.88

320.64

320.06

316.14

2. OPERATIONS

FY2016-17 was a mixed year for global economies with improving economic condition but new challenges emerging. Global trade growth in 2016 recorded its weakest performance since the global financial crisis. US saw a marked slowdown in economic growth in 2016 over the previous year. However, in spite of relatively weak underlying growth, unemployment in the economy continues to decline leading to high consumer confidence. Euro zone was shaken by UK’s referendum on exiting the European Union which led to sharp depreciation both in Euro and GBP. However, the Euro zone showed a lot of resilience post the Brexit and confidence in the regions remained high. Consumer demand was steady for most of the year thanks to continuously falling unemployment rate. China continues to face pressure on capital outflows and saw its currency depreciating in FY17 which provided some support to their exports.

Indian economy continued to grow at a strong pace albeit slower than previous year. Government Agencies expect the economy to grow at 7.1% in 2016-17, slowing from 7.6% in the previous financial year. A few key acts including long awaited GST Act was finally approved paving the way for its implementation in the current financial year. Consumer spending got a huge shock when Government demonetised two highest denominated currency bills. However, as the year progressed, demand recovered and achieved normalcy by 4th quarter. Thanks to the sustained lower crude prices and good monsoon, inflation also remained in check.

In this economic scenario, your company delivered a growth of 15.3% in revenue while Operating Earnings before Interest, Depreciation and Taxes (EBITDA) was down 1% during FY2016-17. Strong growth of 26% in our brands and retail business drove the growth in overall revenue. Profit before taxes for the year was Rs.436 crores, a growth of 0.4% over the previous year.

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 have recommended a dividend of 24% i.e. Rs.2.40 per equity share of Rs.10 each for the year ended on 31st March, 2017. The dividend, if approved by the members, would involve a cash outflow of Rs.74.67 crores (inclusive of tax on dividend).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s Website at: http://www.arvind.com/pdf/shareholding/2016/Policies/DividendDistributionPolicy.pdf

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

5. SHARE CAPITAL

During the year 2016-17, your Company has allotted 1,16,000 Equity Shares of Rs.10 each to the eligible employees pursuant to the exercise of stock options granted in terms of the Employees Stock Option Scheme 2008 (ESOS) of the Company.

Consequently, the paid up Equity Share Capital of the Company stood at Rs.258.36 crores.

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

6. 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. During the year under review, the Nomination and Remuneration Committee has granted 9 lakhs stock options to the wholetime Director and Chief Financial Officer of the Company at an exercise price of Rs.316.50 per option, representing one equity share for each option upon exercise. Details of the shares issued under Employee Stock Option Scheme (ESOS) and also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are set out in “Annexure -A’’ to this report.

7. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

8. FINANCE

The Company has repaid the installments of Term Loans amounting to Rs.995 crores during the current year. The Company has also made fresh borrowings of Rs.583 crores C 530 crores from subsidiaries) for funding capital expenditure and other requirements. Long Term Debt of the Company stands to Rs.1189 crores C 530 crores loan from subsidiaries) as on 31st March, 2017.

9. FIXED DEPOSITS

During the year under review, your Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in compliance with Chapter V of the Act, is not applicable.

10. 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.

11. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“Ind AS”) from 1st April, 2016 with a transition date of 1st April, 2015. The Financial Results for the year 2016-17 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2016-17 presented have been prepared in accordance with Ind AS.

12. CONSOLIDATED FINANCIAL STATEMENTS

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

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Arvind Ltd. believes in inclusive development of the community where we operate and the society at large. Our development programs endeavour to create a positive impact on the community by empowering people with knowledge and skills and providing institutional support for growth and development. We have created a synergistic alignment between our social and economic goals while working with the underserved community.

Our initiatives in the realm of social development are undertaken by Strategic Help Alliance for Relief to Distressed Areas (SHARDA) Trust and Narottam Lalbhai Rural Development Fund (NLRDF).Both these organizations have been working on programs of social renewal with urban and rural poor respectively. In addition to this, we set up The Arvind Foundation in the year 2015-16 as a Section 8 company to act as an umbrella organization to strengthen and expand the present initiatives.

We also partner with likeminded individuals, organisations, Government, Corporate, Academic Institutions, Research, Development and Training bodies and NGOs which bring specific expertise.

Initiatives undertaken by SHARDA Trust:

Gyanda is a unique supplementary education model designed for primary, secondary and higher secondary school going children studying in Municipal Schools. It prevents these children from dropping out and helps them complete their basic education from standard V to XII, while focusing on improving their academic performance and overall personality development, leading them to become last generation in poverty. The Gyanda approach works on a multipronged strategy - providing academic support in form of tutoring and mentoring, financial support in the form of sponsorships for continuing education, mentoring support for overall personality development and parent support in each and every stage of their education to have a dream about their children.

At present there are around 1200 students in our system and we plan to expand the program rapidly.

Primary Health Centres - Powered By Arvind: Considering the lack of facilities for credible, affordable and quality primary healthcare in Ahmedabad, Arvind Limited established Arvind Medical Centres in Association with Swasth India Foundation. These Primary Health Centres provide quality healthcare to people that include -Doctor (consultation), Diagnosis (Pathological Tests), Drug (Strip Packed Quality Medicines), Dental Care and Day Time Care when required. 3 centres have been set up during the financial year - 2 in Ahmedabad and 1 in Khatraj (Taluka -Kalol, District- Gandhinagar). All the 3 centres are operational and are providing quality care to people.

Rural Development Initiatives undertaken by NLRDF:

NLRDF focuses its efforts to make the rural community self-reliant, prosperous and growth oriented. We are currently working in 3 districts of Gujarat reaching out to a population of around 35,000 people. NLRDF believes in creating synergies and hence we actively work towards linking government programmes with the rural poor to increase the efficiency and effectiveness of the delivery process.

Through NLRDF, the company has undertaken initiatives of women and child development (focusing on improving maternal and infant nutrition), HIV / AIDS awareness, promoting organic farming, skill development program for women and youth, community health, better sanitation practices, micro enterprise development and many more.

The Annual Report on CSR ACTIVITIES in prescribed format is enclosed with this in “Annexure-B’’.

14. HUMAN RESOURCES

The Company believes that Human Resources play a significant role in achieving its business vision. Hence, the Company continues to invest on hiring the best talent from other industries, developing and retaining the available talent to ensure a sustainable talent supply within the organization. The Company provides various opportunities to the employees to develop and hone their skills to take up higher responsibilities in the organization.

A well - defined competency framework outlines the leadership behaviours expected from employees to be successful in Arvind. The Company also uses various communication channels to seek employees’ feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential.

Diverse employee engagement initiatives are launched to ensure employees of various age and background continue to be effective in their roles and build meaningful career at Arvind.

The Group’s Corporate Human Resources plays a critical role in company’s talent management process.

15. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

The Company has identified 19 Risks - 4 Strategic Risks, 12 Operational Risks & 3 Regulatory Risks. Key Strategic Risks include geographical concentration of its manufacturing capacity, reputational risk, changing customer preference from cotton to blends & business continuity planning. Key Operating Risks include fluctuation in cotton prices, labour unrest, increased global and local competition, customers credit risk, sales channel disruption, customers’ concentration & fluctuation on foreign exchange rates. Regulatory Risks include changes in taxation regime, bilateral/multilateral trade agreements, government policies with respect to textiles & regulatory compliances.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit Department with adequate experience and expertise in internal controls, operating system and procedures. In discharging their role and responsibilities, the department is supported by an external audit firm.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions 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.

17. 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 are explained in the Corporate Governance Report and also posted on the website of the Company www.arvind.com

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2017, the Company has 22 subsidiaries (Direct or Indirect) and 5 joint venture companies.

During the year under review, the Company has incorporated/ acquired the following companies as subsidiaries/joint ventures (Direct or Indirect):

1. Arvind Fashions Limited (Subsidiary)

2. Arvind Ruf & Tuf Private Limited (Subsidiary)

3. Arvind Premium Retail Limited (Subsidiary)

4. Arvind True Blue Limited (Subsidiary)

During the year under review, the following subsidiaries ceased to be the subsidiaries of the Company.

1. Asman Investments Limited

2. Arvind Accel Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary 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 are also available on the website of the Company at www.arvind.com

The Company has framed a policy for determining material subsidiaries, which has been uploaded on company’s website www.arvind.com

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 10 members, of which six are Independent Directors. The Board also comprises of one women Director.

As approved by the shareholders at the Annual General Meeting (AGM) held on 4th August, 2016, Mr. Sanjay Lalbhai (DIN: 00008329) was appointed as the Chairman and Managing Director of the Company for a period of five years, with effect from 1st April, 2017.

As per the provisions of Section 152 (6) of the Act, Mr. Jayesh Shah (DIN:00008349) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as the Director of the Company.

The Board of Directors had, on recommendation of Nomination and Remuneration Committee, re-appointed Mr. Punit Lalbhai and Mr. Kulin Lalbhai as Executive Directors of the Company for a further period of 5 years from 1st August, 2017 to 31st July, 2022 and approved the remuneration payable to them for the said period.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Sanjay Lalbhai- Chairman and Managing Director, Mr. Jayesh Shah-Whole time Director and Chief Financial Officer and Mr. R.V. Bhimani-Company Secretary are the key managerial personnel of the Company.

20. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.

22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report are also available on the Company’s website www.arvind.com

23. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

During the year under review, 5 meetings of the Board were held. The details of the meetings are provided in the Corporate Governance Report forming part of this Report.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have 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 and loss of the Company for that period;

c. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls, which are adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on Related Party Transactions as approved by the Board is available on Company’s website www.arvind.com

27. 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.

28. AUDITORS

A. Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s. Sorab S. Engineer & Co. Chartered Accountants, (ICAI Registration No.110417W), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered by M/s. Sorab S. Engineer & Co. as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

Members’ attention is drawn to a Resolution proposing the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 4 of the Notice convening the Annual General Meeting.

Further, the report of M/s. Sorab S. Engineer & Co., the Statutory Auditors, along with notes to Financial Statements is enclosed to this annual report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

B. Cost Auditors

On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the year 2017-18 under Section 148 of the Companies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141 (3) (g) of the Companies Act, 2013. They have further confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution for seeking Members’ ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at item No. 5 of the notice convening the Annual General Meeting.

C. Secretarial Auditors

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 conduct the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as “Annexure-C”. The Secretarial Audit Report does not contains any qualifications, reservation or adverse remarks.

29. 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.

30. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st March, 2017 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed which forms part of this Annual Report.

32. 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”.

33. 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”.

34. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) 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(1) of the Companies Act, 2013, 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.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in “Annexure-F” to this report.

35. 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.

Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organizations. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy.

During the financial year 2016-17, the Company has received 2 (two) complaints on sexual harassment. AICC conducted the proceedings as defined in the Policy. Out of which one complaint did not qualify to be considered as a Sexual Harassment case as defined in the policy. The second case was dealt with, as per the policy guidelines and ICC recommendations were given, in a fair and just manner.

36. ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.

By order of the Board

Date: May 11, 2017 Sanjay Lalbhai

Place: Ahmedabad Chairman and Managing Director


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


Sep 30, 2001

The Directors present the Annual Report alongwith the Audited Financial Statements for the period from 1st April, 2000 to 30th September, 2001.

FINANCIAL RESULTS :

The highlights of the financial results are:

(Rs. in lacs)

2000-2001 1999-2000 (18 months)

Turnover and other income 54136.87 44659.55

Profit/(Loss) before depreciation, interest, taxation and Extraordinary items 5484.14 6759.84

Less: Interest & Finance Cost (Net) 8045.61 4801.09

Less: Depreciation 6859.74 4360.97

Profit/(Loss) before tax and extraordinary items (9421.21) (2402.22)

Less: Extraordinary Items - Income (Expenses) 592.48 (347.69)

Less: Taxation - -

Profit/(Loss) for the year (8828.73) (2749.91)

Less: Short provision for income-tax in earlier years — 0.09

Add: Deficit of post amalgamated period — (8.81)

Add : Transferred from Amalgamation Reserve 5574.25 —

Add : Transferred from General Reserve 1418.44 —

Add : Balance as per last years Balance Sheet 1836.04 (7.13)

Add : Balance of Profit & Loss Account of amalgamated companies — 4601.98

Balance carried to Balance Sheet — 1836.04

The Companys financial year has been extended by a period of 6 months i.e. upto 30th September, 2001. Accordingly, the financial year 2000-2001 comprises of a period of 18 months from 1st April, 2000 to 30th September, 2001. Hence the figures of the financial year under review are not comparable with those of previous year. DIVIDENDS:

In view of the losses incurred during the year, your Directors have not recommend any dividend on equity and preference shares for the year.

OPERATIONS :

Sales and Operating Income for the 18 months period ended 30th September, 2001 were Rs. 53880 lacs as compared to Rs. 44399 lacs for the 12 months ending on 31st March, 2000. Operating Profit (EBIDTA) for the period ended 30th September, 2001 is Rs. 5227 lacs compared to Rs. 6499 lacs in the year ended 31st March, 2000.

The net loss increased to Rs. 8829 lacs for the period ended 30th September, 2001 as compared to net loss of Rs. 2750 lacs in the year ended 31st March, 2000. Interest & Finance Charges were Rs. 8045 lacs and Depreciation was Rs. 6860 lacs for the period ended 30th September, 2001. The Company has incurred a Cash Loss of Rs. 2561 lacs during this period. The Company has four separate manufacturing units. Arvind Intex and Arvind Cotspin are yarn manufacturing units. Bottom weights unit is engaged in manufacturing of cotton fabrics like Gabardine, Khakis, Chinos, etc. for trousers. Ankur textiles is engaged in manufacturing of Voiles. Share of Arvind Intex and Arvind Cotspin in total revenue was 21% at Rs. 11540 lacs and 20% at Rs. 10830 lacs respectively. Bottom weights unit contributes highest share of revenue of 31% at Rs. 16910 lacs and Ankur unit has a share of 25% at Rs. 13590 lacs.

Both the yarns units have operated at optimum level during the period under review. However general slowdown of textile industry has affected their profitability. The operations of Arvind Intex are carried out on job-work basis, which has resulted into reduction of revenue for the unit and for the company. However it has recorded higher operating profit margin at 18%. Ankur division operated at almost full capacity utilisation with production of 25.15 million meters. The price realisation improved to Rs. 46.20 per meter from Rs. 42.8 meter previous year.

The Bottom weight division, which was commissioned in April, 1999 operated at capacity utilisation of 66% with production of 17.84 million meters during the period under review as against 12.2 million meters during the previous year. Its price realisation at Rs. 85.87 per meter was lower than that of previous year. There is substantial scope of improvement in the performance of this division. Bottom weight division is following a 3-fold strategy for a growth. This calls for Segmentation of markets, Differentiating products & services and development of new products. This strategy coupled with sizable orders from export markets and international brands are expected to be the key drivers for future growth.

STATUS OF DEBT RESTRUCTURING:

In view of its financial difficulties, the Company has initiated a process of debt restructuring with its lenders. The debt restructuring plan proposed by the Company to its lenders involves reschedulement of repayment terms, reduction of rate of interest, etc. Certain lenders of the Company have approved the debt restructuring plan, one of them has preferred to go in for a one-time settlement while the approval of few lenders is still awaited. The effect of debt restructuring is provided in the accounts under review for those lenders who have conveyed their approval to the debt restructuring plan.

The Company has been declared as a Relief Undertaking under the provisions of the Bombay Relief Undertakings (Special Provisions) Act, 1958 whereby all rights, privileges, obligations and liabilities occurred or incurred before it is declared as a Relief Undertaking and any remedy for the enforcement thereof are suspended and all proceedings relating thereto pending before any Court, Tribunal, Officer or Authority are stayed during the period of this declaration. This declaration is in force upto 12th June, 2002.

STATUS OF LISTING:

After amalgamation, Company obtained permission from SEBI for relaxation of Rule 19(2)(b)/19(7) of the Securities Contracts (Regulations) Rules, 1957 pursuant to which it applied for listing with Ahmedabad, Mumbai, Bangalore, Delhi, Calcutta and National Stock Exchange. Company has received listing permission from all the above Stock Exchanges except National Stock Exchange.

On receipt of listing permission from all Stock Exchanges, trading permission will be given simultaneously by all the Stock Exchanges.

DIRECTORS:

Shri Anang A. Lalbhai, a Director of the Company, retires by rotation at the ensuing Annual General Meeting and he, being eligible, offers himself for re-appointment.

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 judgements 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 30th September, 2001 and of the loss of the Company for that period.

3. Proper and sufficient care had 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 statement of accounts for the year ended on September 30, 2001 have been prepared on a going concern basis.

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.

AUDITORS:

The Auditors, Sorab S. Engineer & Co., retire and offer 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. The specific notes forming part of the Accounts referred to in the Auditors Report are self-explanatory and give complete information.

ACKNOWLEDGEMENT:

Your Directors appreciate the valuable assistance and support extended by the Financial Institutions and the Bankers to the Company. Yours Directors place on record their appreciation of the efforts of the management, the officers and members of technical, administrative and operative staff in furthering the activities of the Company.

For and on behalf of the Board of Directors

ARVIND N. LALBHAI Chairman & Managing Director

Ahmedabad, 11th February, 2002


Mar 31, 2000

The Directors present the Annual Report alongwith the audited financial statements for the year ending 31 st March, 2000.

FINANCIAL RESULTS :

The highlights of the financial results are :

(Rs. in lacs) 1999-2000

Turnover and other income 44685.42

Profit/(Loss) before depreciation interest and taxation and Extraordinary items 6359.69

Less : Net Interest 4400.94

Less : Depreciation 4360.97

Profit/(Loss) before tax and extraordinary items (2402.22)

Less : Extraordinary Items 347.69

Less : Taxation —

Profit/(Loss) for the year (2749.91)

Less : Short provision for income-tax in earlier years 0.09

Add : Balance as per last years balance sheet (7.13)

Add : Deficit for the year from 1.10.1998 to 31.3.1999-Post Amalgamation (8.81)

Add : Balance of Profit & Loss Account of amalgamated companies. 4601.98

Balance carried to Balance Sheet 1836.04

DIVIDENDS :

In view of the losses incurred during the year, your Directors do not recommend any dividend on equity and preference shares for the year.

REVIEW OF OPERATIONS :

By the Order of the Honble High Court of Gujarat, Arvind Polycot Limited (APL), Arvind Intex Limited (AIL) and Arvind Cotspin Limited (ACL) were amalgamated with the Company and therefore the turnover shown in the accounts for the year relate to businesses of these amalgamated companies. The total sales and operating income for the year ended 31.3.2000 were Rs. 44685.42 lacs and the Company earned an operating profit of Rs. 6359.69 Lacs. Bottomline of the Company was adversely affected because of sharp rise in input costs, high charge of interest and depreciation and lower price realisations.

The voiles business achieved a turnover of Rs.9451 lacs against Rs. 6990 lacs in the previous year, a growth of over 35%. This growth was largely achieved by increased trading. The volume of business grew by 37% compared to the previous year. The price realization, however, was lower at Rs. 42.8 per meter against Rs. 43.3 per meter in the previous year. The market for voiles continues to be competitive. The new facility for manufacture of Bottom Weight (Gabardine) at Santej was commissioned on 1st April, 1999 and achieved a capacity utilization of 67% during the year, by producing 12.2 million meters against the installed capacity of 18 million meters per annum. The average realization per meter was also lower as the company faced initial quality issues leading to higher rejects and quality claims. The quality issue was resolved during the latter part of the year. The company has achieved a turnover of Rs. 11780 lacs for this business with an average price realization of Rs. 92.9 per meter.

Your company has been able to operate both its yarn Divisions at Arvind Intex and Arvind Cotspin at full capacity during the year under review and they have achieved turnover of Rs. 17437.20 lacs and Rs. 8395.52 lacs respectively. The recession in the textile industry, however, has resulted in lower price realization of Rs.80.93 per kg. for its Intex Division as compared to Rs. 87.22 per kg. in the previous year and Rs. 110.35 per kg. for its Cotpsin Division as compared to Rs. 113.05 per kg. in the previous year.

AMALGAMATION :

During the year under review, the Honble High Court of Gujarat vide its Order dated 6.12.1999 sanctioned the Scheme of Amalgamation of Arvind Polycot Ltd. (APL), Arvind Intex Limited (AIL) and Arvind Cotspin Limited (ACL) with the Company with effect from 1st October, 1998. As a result of amalgamation, all the assets and liabilities as at 1 st October, 1998 of APL, AIL and ACL have been incorporated in the accounts of the Company.

Prior to the amalgamation of APL, AIL and ACL with the Company, the Company had no activities except investments and therefore the figures for the year, which are post amalgamation, are not comparable with the figures of the previous year.

Erstwhile Transferor Companies APL, AIL and ACL had carried on businesses on behalf of the Company during the post amalgamation

period from 1.10.1998 til! 03.01.2000. Since the post amalgamation period from 1.10.1998 to 31.3.1999 was preceding current accounting year, the deficit of Rs. 8.81 lacs for the period has been considered during the current year and debited to the Profit & Loss Account for the year.

Capital Reserve of Rs. 30 lacs. General Reserve of Rs. 1523.68 lacs, Investment Allowance Reserve of Rs.3.50 lacs and Investment Allowance (Utilized Reserve) of Rs. 91 lacs have become the corresponding reserves of the Company. The balance lying to the credit of the Profit and Loss Account in the books of amalgamating companies as at 1st October, 1998 being Rs. 4601.98 lacs have been credited to Profit and Loss Account. The net surplus arising out of the difference between the value of net assets acquired and consideration as reduced by reserves and Profit and Loss Account retained amounting to Rs. 5574.25 lacs has been credited to the Amalgamation Reserve.

ALLOTMENT OF SHARES :

Pursuant to the Scheme of Amalgamation approved by the Honble High Court of Gujarat, your Company has allotted 8,09,39,988 equity shares of Rs. 10/- each fully paid-up and 60,00,000 -13.5% Cumulative Redeemable Preference Shares of Rs. 100/- each to the shareholders of the Transferor Companies. The paid-up equity capital of the Company has been restructured as per the Scheme of Amalgamation by issuance of 1,35,000 - 10% Cumulative Redeemable Preference Shares of Rs. 10/- each and 15,000 equity shares of Rs. 10/- each to the equity shareholders of the Company in exchange of their equity holding.

Asman Investments Ltd. holds 70.55% of equity shares of the Company. The Company, therefore, has become a subsidiary of the said Company.

LISTING OF EQUITY SHARES :

On amalgamation becoming effective, your Company had approached Securities and Exchange Board of India (SEBI) for necessary permission for listing of its securities. SEBI has granted such permission for listing of its securities. Your Company has made an application to the Ahmedabad Stock Exchange for listing. The listing with other Stock Exchanges will be sought after obtaining listing with Ahmedabad Stock Exchange.

DIRECTORS :

Shri Samveg A. Lalbhai, the Director of the Company retires by rotation at the ensuing Annua! General Meeting and he, being eligible, offers himself for re-appointment.

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.

AUDITORS :

The Auditors, Sorab S. Engineer & Co., retire and offer 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.

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

ACKNOWLEDGEMENT

Your Directors appreciate the valuable assistance and support extended by the Financial Institutions and the Bankers to the Company. Yours Directors place on record their appreciation of the efforts of the management, the officers and members of technical, administrative and operative staff in furthering the activities of the Company.

For and on behalf of the Board of Directors

ANANG LALBHAI NAISHADH I. PARIKH Managing Director Director

Ahmedabad, 29th June, 2000

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