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Directors Report of Bang Overseas Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their 23rd Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March 2015.

FINANCIAL RESULTS

( Rs. In Lacs)

Description Standalone

Year ended Year ended 31.03.2015 31.03.2014

Revenue 12888.54 16337.55

Other Income 278.41 311.58

Total Expenditure 12980.71 15816.79

Earnings before Interest, 186.24 832.34 Depreciation and Tax (EBIDT)

Less: Interest 484.79 486.60

Earnings Before Depreciation (298.55) 345.74 and Tax (EBDT)

Less: Depreciation 264.06 124.29

Profit before Tax (PBT) (562.61) 221.45

Less: Adjustment of Exceptional 0.00 1850.24 Item

Profit/ (Loss) before Tax after (562.61) (1628.79) Exceptional items

Less: Tax Provision (Current, (30.67) (8.48) Deferred, FBT and Earlier Year adjustment)

Profit/(Loss) after Tax (PAT) (531.94) (1620.31)



Description Consolidated

Year ended Year ended 31.03.2015 31.03.2014

Revenue 14884.87 19528.73

Other Income 337.53 433.32

Total Expenditure 14972.67 19159.23

Earnings before Interest, 249.73 802.82 Depreciation and Tax (EBIDT)

Less: Interest 543.71 531.00

Earnings Before Depreciation (293.98) 271.82 and Tax (EBDT)

Less: Depreciation 297.27 141.15

Profit before Tax (PBT) (591.25) 130.67

Less: Adjustment of Exceptional 0.00 1850.69 Item

Profit/ (Loss) before Tax after (591.25) (1720.02) Exceptional items

Less: Tax Provision (Current, (31.83) (11.22) Deferred, FBT and Earlier Year adjustment)

Profit/(Loss) after Tax (PAT) (559.42) (1708.80)

PERFORMANCE REVIEW

Stand Alone

During the year under review, the Company has achieved revenue of Rs. 12888.54 Lacs as against Rs. 16337.55 Lacs in previous year. The Company has incurred a Net loss after tax of Rs. 531.94 Lacs as against Net loss after tax of Rs. 1620.31 lacs for the corresponding previous financial year. Due to adverse market conditions, the turnover of your company has been decreased. Your Directors are hopeful for better sales realisation and profit in the next year.

Consolidated

During the year under review, the Company has achieved revenue of Rs. 14884.87 Lacs as against Rs. 19528.73 Lacs in previous year. The Company has incurred a Net loss after tax of Rs. 559.42 Lacs as against Net Loss after tax of Rs. 1708.80 lacs for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

In view of the business loss incurred during the year, your Director's do not recommend any dividend for the year 2014-15. No amount is transferred to reserves.

The Register of Members and Share Transfer Books will remain closed from September 24, 2015 to September 29, 2015 (both days inclusive). The Annual General Meeting of the Company will be held on September 29, 2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year.

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

FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There is no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year and as on the date of this report.

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

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statement is provided in the Annual Report.

Business Outlook, Operations and Performance are discussed in detail in the Management Discussion & Analysis forming a part of this Report and have not been incorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review, your Company has following subsidiaries:

1. Vedanta Creations Limited

2. A.S. Raiment Pvt Ltd.

3. Bang Europa s.r.o.

4. Bang HK Limited

There is no change in the subsidiaries of the Company during the year under review.

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 Notes forming a part of consolidated financial statement. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link http://www.banggroup.com/images/policies/Policy%20for%20Determin ing%20Material%20Subsidiaries BOL.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2015 is placed on the Company's website www.banggroup.com and shall also 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.

DEPOSITS

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year ended March 31,2015.

STATUTORY AUDITORS

At the Annual General Meeting, Members are requested to ratify the appointment of M/s. Rajendra K. Gupta & Associates, Chartered Accountants, Mumbai, (Registration No. 108373W) as Auditors of the Company made by resolution passed at the 22nd Annual General Meeting of the Company, to hold office from the conclusion of the 22nd Annual General Meeting until the conclusion of the 25th Annual General Meeting, for the balance term and accordingly they continue to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 25th Annual General Meeting on such remuneration as may be fixed by the Board.

DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION & ADVERSE REMARK IN AUDITOR'S REPORT:

The Auditors has made qualification and marked adversely in their report in the para (i)(a) and (i)(b) in respect of the report under Companies (Auditor's Report) Order, 2015.

The Directors comment on these qualification and remarks as- The management will make necessary efforts to maintain the quantitative details and situation of fixed assets and also to physically verify the same at reasonable intervals.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2015 was Rs. 1356 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor made any provision for purchase of its own shares by employees or by trustees for the benefit of employees.

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

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 is given by way of Annexure A to this Report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure B and forms part of this report.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the Financial year, Mr. Mithilesh Kumar Sinha, an Independent Director of the Company resigned as director w.e.f. November 03, 2014. The Board has placed on record its appreciation for the outstanding contribution made by Mr. Mithilesh Kumar Sinha during his tenure of office.

Pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing agreement, the Board at its meeting held on February 02, 2015 appointed Mrs. Swati Sahukara as an additional independent Director.

Ms. Nishi Vijay Vargiya has resigned from the post of Company Secretary w.e.f. June 30, 2014 and Ms. Hemali Gohil has been appointment as Company Secretary of the Company w.e.f. September 22, 1014.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Raghvendra Bang retires by rotation at the ensuing Annual General Meeting 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) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

While independent directors in their separate meeting have carried out to assess the performance of Chairman & MD and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2015 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms' length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 have been furnished. Related Party transaction policy is posted on the website of the company and is available at http:// www.banggroup.com /images / policies / Policy%20on%20Related%20Party%20Transactions BOL.pdf

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretary to carry out secretarial audit of the company for the financial year 2014-15.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure C to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure D hereto, which forms part of this report.

During the financial year 2014-15, there were no employee in the Company whose particulars are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, in accordance with the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

VIGIL MECHANISM:

The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with the provisions of section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. Further details in respect of the vigil mechanism is provided in the corporate governance report which forms part Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Nomination & Remuneration policy is annexed hereto as Annexure E and forms part of this report.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

A Stakeholders Relationship Committee is in existence in accordance with the provisions of section 178 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Stakeholders Relationship Committee' for matters relating to constitution, meetings and functions of the Committee.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretary's Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholder's. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Director's declaration regarding Compliance with Company's Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

LISTING

At present, the Company's Equity Shares are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing fees to the above Exchanges for the year 2015-16.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a. In preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for 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. The Directors had prepared the Annual Accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of the operations of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges., is presented in a separate section forming part of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporate risk treatment plans in strategy, business and operational plans.

As per Section 134(3)(n) of the Companies Act, 2013, The Board of Directors have approved the Risk Management Policy for the company. Some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

DISCLOSURE UNDER THE 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 on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has received nil complaints on sexual harassment.

ACKNOWLEDGMENT

The Director sincerely appreciates the contributions made by all the employees, associates and business partners who have contributed towards the success of the Company. The Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

For and on behalf of the board of directors

BRIJGOPAL BANG (DIN: 00112203) CHAIRMAN & MANAGING DIRECTOR Place: Mumbai Date: August 14, 2015


Mar 31, 2014

To the Members,

The Directors take pleasure in presenting their 22nd Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In Lacs) Description Stand Alone Consolidated Year Ended Year Year Ended Year 31.03.14 Ended 31.03.14 Ended 31.03.13 31.03.13

Revenue 16337.55 23659.28 19528.73 27196.61

Other Income 311.58 373.85 433.32 422.35

Total Expenditure 15816.79 23120.92 19159.23 26581.7

Earnings before Interest, Depreciation and Tax (EBIDT) 832.34 912.21 802.82 1037.26

Less: Interest 486.60 474.09 531.00 534.15

Earnings Before Depreciation and Tax (EBDT) 345.74 438.12 271.82 503.11

Less: Depreciation 124.29 124.92 141.15 142.58

Profit before Tax (PBT) 221.45 313.20 130.67 360.53

Less: Adjustment of Exceptional Item 1850.24 0.00 1850.69 0.00

Profit/(Loss) before Tax after Exceptional items (1628.79) 313.20 (1720.02) 360.53

Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment) (8.48) 211.65 (11.22) 229.68

Profit/(Loss) after Tax (1620.31) 101.55 (1708.80) 130.85



PERFORMANCE REVIEW

Stand Alone

During the year under review, the Company achieved revenue of Rs. 16337.55 Lacs as against Rs.23659.28 Lacs in previous year. The Company has incurred a Net loss aftertax of Rs. 1620.31 Lacs as against Net Profit aftertax of Rs.101.55 lacs for the corresponding previous financial year.

Consolidated

During the year under review, the Company achieved revenue of Rs. 19528.73 Lacs as against Rs. 27196.61 Lacs in previous year. The Company has incurred a Net loss after tax of Rs. 1708.80 Lacs as against Net Profit after tax of Rs. 130.85 lacs for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

In view of the business loss incurred during the year, your Director''s do not recommend any dividend for the year 2014-15.

The Register of Members and Share Transfer Books will remain closed from September 22, 2014 to September 29, 2014, both days inclusive. The Annual General Meeting of the Company will be held on September 29, 2014.

BUSINESS OPERATIONS

OVERSEAS INVESTMENTS/ACQUISITIONS

Your Company has 2 (Two) Wholly Owned Subsidiaries namely Bang Europa S. R. O. at Slovakia and Bang HK Limited at Hong Kong in order to expand its business activities. Also, in order to establish a place in International Market byway of formation and acquisition of business set up abroad, Bang HK Limited has incorporated its Subsidiary known as "Grand Fashion Textile (Shanghai) Co. Ltd at China and is planning to remit money to the subsidiary towards its Share Capital.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable Accounting Standards AS 21 on Consolidated Financial Statements read with AS 23 on Accounting of Investments in Associates, your Director''s provide the Audited Consolidated Financial Statements in this Annual Report.

Business Outlook, Operations and Performance are discussed in detail in the Management Discussion & Analysis forming a part of this Report and have not been incorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review, your Company has following subsidiaries:

1. Vedanta Creations Limited

2. Bang Europa S.R.O

3. Bang HK Limited

4. Grand Fashion Textile (Shanghai) Co., Ltd (Step Down Subsidiary)

5. A.S. Raiment Pvt Ltd.

In terms of the general exemption granted by the Central Government vide their General Circular No.2/2011 dated 8th February 2011 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on August, 13, 2014 recommended appointment of Mr. Vijay Dattatraya Ajgaonkar, Mr. Mithilesh Kumar Sinha and Mr. Subrata Kumar Dey as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 22nd Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The Board recommends the resolutions for your approval for the above appointments.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

In terms of the Articles of Association of the Company, Mr. Brijgopal Bang retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

As per requirement of Section 203 of the Companies Act 2013, the company has appointed, Mr. Jaydas Tulshiram Dighe as Chief Financial Officer of the Company w.e.f 30th May, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of the operations of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges., is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

M/s Rajendra K. Gupta & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Rajendra K. Gupta & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 25th AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

AUDITOR''S REPORT

The observations made in the Auditor''s Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board at its meeting held on August 13, 2014 has appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries as Secretarial Auditor for the Financial year 2014-15.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretary''s Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholders. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Director''s declaration regarding Compliance with Company''s Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A)ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits during the year and as such, no amount of principal or interest was outstanding as on date of Balance Sheet.

LISTING

At present, the Company''s Equity Shares are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing fees to the above Exchanges for the year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is given byway of Annexure I to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earnings and outgo is stated in Notes forming part of the Financial Statements. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts for the financial year 2013- 2014, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3. The Directors had taken proper and sufficient care for 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.

4. The Directors had prepared the Annual Accounts on a going concern basis.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956

ACKNOWLEDGEMENT

The Director sincerely appreciates the contributions made by all the employees, associates and business partners who have contributed towards the success of the Company. The Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

For and on behalf of the board of directors

Sd/- BRIJGOPAL BANG (DIN: 00112203) CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Date: August 13, 2014


Mar 31, 2010

The Directors have pleasure in presenting their EIGHTEENTH ANNUAL REPORT along with the Audited Accounts of the Company for the year ended 31 st march 2010.

FINANCIAL HIGHLIGHTS (Rs. In lacs)

Description Stand Alone Consolidated

Year Ended Year Ended Year Ended Year Ended 31.03.10 31.03.09 31.03.10 31.03.09

Sales 12,893.31 13,734.16 16230.70 16,524.09

Other Income 623.28 376.96 801.57 356.64

Less: Total Expenditure 12,627.87 13,567.72 15878.72 16,200.36

Earnings before Interest, Depreciation and Tax ( EBIDT) 888.72 543.40 1153.55 680.37

Less: Interest 392.76 355.85 422.08 414.17 Earning Before Deprec iation And Tax (EBDT) 495.96 187.55 731.47 265.85

Less: Depreciation 150.10 158.90 170.78 164.64

Profit before Tax (PBT) 345.86 28.65 560.69 101.21

Less: Tax Provision (Current, Deferred, FBT and Earlier 113.48 (43.85) 213.88 (18.56) Year adjustment)

Profit after Tax (PAT) 232.38 72.30 346.81 119.77



PERFORMANCE REVIEW



Stand Alone

Your Company has achieved a turnover of Rs.12893.31 Lacs for the year ended 31st March, 2010 lower by 6.12% p.a. as compared to the previous year turnover of Rs. 13 734. 16 Lacs. It was due to lower production and sales, as one of the manufacturing units of the company was transferred to its 50:50 Joint Venture company, Aquarelle India Private Limited. Further efficient management of various costs of the company, foreign exchange gain. accompanied with reduction in cost related unit resolted in Profit Before tax at Rs. 345.86 lacs 1107.19% p.a. higher as compared to P&T of Rs. 28.65 Lacs for the previous year. Your company is in the process of expanding its manufacturing capacities to compensate the loss of production and sales on account of transfer of its manufacuring units.

Profit After tax has also increased from rs. 72.50 Lacs to Rs.232.38 Lacs this year, mainly due to better margins and better cost management policies of the company.

Consolidated

While Consolidating, your companies has also considered the financials of its 50:50 joint Venture company, Aquarelle India Private Limited (AIPL) and its subsidiary Vedanta Creations Limited. During the year under review, Consolidated Turnover more or less remained constant due to transfer of manufacturing units of the Company to AIPL However better margins, foreign exchange gains along considerable reducation in employee cost resulted in the positive growth of consolidated Profit Before Tax i.e. from Rs. 101.21 Lacs for the year ended 31st March 2009 to Rs. 560.69 Lacs for the current years, a growth rate 453.99% p.a. Consequently. the Consolidated profit after tax of the Company qrew @ 189.56% p.a. from Rs. 119.77 Lacs in the year 2008- 09toRs.346.81 Lacs in the year 2009-10.

UTILIZATION OF IPO FUNDS



Brief particulars of Public Issue fund utilization upto 3 1st March, 2010 is as follows:

Particulars Amount Amount (Rs. In lac ) (Rs. in Lac) Revised Utilized deployment of funds*

General Corporate Purpose 1,016.80 1.016.75

Setting up of Retail Stores & Brand Building 1,063.00 1,063.00

Setting up of Apparel Manufacturing Unit at Kolar District, Karnataka 0.25 0.25

Setting up Apparel Manufacturing unit in the state of Karnataka and Andhra Pradesh 1420.00 Nil

Setting up of Apparel Manufacturing unit at Visakhapatanam, Andhra Pradesh 1.500.00 152.33

Entering into joint Venture / Acquisition of existing set up in India or elsewhere, which 75O00 Nil are engaged in the similar business

Warehousing and logistic facilities 400.00 Nil

Setting up of Design, Display and Sampling unit 579.75 162.43

Share Issue Expenses 515.20 515.20

Total Fund Utilized 7,245.00 2,909.96

Balance fund kept in Fixed Deposit and units of Mutual Fund Rs.4,335.04 Lakhs

The unutilized monies of Rs. 4335.04 Lakhs have been parked in fixed deposits with scheduled banks and units of Mutual funds.

*The Company has amended the Objects of utilization of IPO Proceeds at its Annual General Meeting of its members held on 30th September 2009 by way of a special Resolution.

DIVIDEND AND TRANSFER TO RESERVES

Your Company is undertaking some expansion plans and in order to meet the financial requirements of theseplans, your directors propose to ploughback the profits and do not recommed any dividend for the year 2009 -10. No amount is proposed to be transferred to reserves.

The register of members and share transfre books will remain closed from 24th September, 2010 to 30th, September, 2010 both days inclusive. the Annual General Meeting of the Company will be held on 30th September, 2010.

SPECIAL ECONOMIC ZONE Your Company has commenced the civil construction for setting up of a unit of manufacturing of garment in the Visakhapatanam Special Economic Zone (VSEZ). civil construction has been scheduled to be completed by the end of the September 2010. The projected capacity of the unit is 180000 garment pcs per annum.

OVERSEAS INVESTMENTS/ACQUISITIONS

Your Company has planned to expand its business activities by way of formation and acquisition of business set up aboerd. As one of the step towards its expansion plan, company is in the process of obstaining the approval of Reserve Bank of india for making investment in Slovakia and Hong Kong.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable accounting standards AS 21 on Consolidated Financial Statements read with AS 27 on Accounting of investments in Associates, Your Directors provide the audited Consolidated financial Statements in the Annual Report. Business outlook, oprations and performance are discussed in detail in the Management Discussion & Analysis forming part of this Report and have not been incorporate here to avoid repetition.

SUBSIDIARY COMPANY

As per the provisions of Section 212 of the Companies Act. 1956, the audited statement of accounts of the Subsidiary Company is annexed to the Annual Report of the Company.

DIRECTORS In terms of the provisions of Sections 255 and 256 of the Companies Act. 1956 and the Articles of Association of the company Mr. Venugopal Bang and Mr. Vijay Ajgaonkar retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Brief resumes of the Directors proposed to be re- appointed, nature of their expertise in Specific functional areas and names of companies in which they hold Directorships and Memberships /Chairmanships of Board Committees, as stipulated in Clause 49 of the Listing agreement with the stock exchanges are provided as an attachment of the notice calling the annual general meeting.

AUDITORS M/s. Rajendra K. Gupta & Associates, Chartered Accountants, the retiring Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment .

The Company has received a confirmation from the auditors to the effect that their re-appointment, if made would within the prescribed limits under Section 224(18) of the Companies Act, 1956 and that are not disqualified for such reappintment within the meaning of Section 226 of the said Act.

The members are recommended to re-appoint them as the auditors of the Company.

AUDITORS REPORT

The observations made in the Auditors Report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under Section 217ofthe Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with (Particulars of Employees) Rules 1975 as amended, the names and other particulars are required to be set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(l)(b)(iv) of the said Act, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such perticulars may write to the Company Secreatary at the registered office of the Company.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act. 1956, read with Companies (Acceptance of Deposits) Rules. 1975 . As such, no amount of Principal or interest is outstandsing as on the Balance Sheet date.

LISTING

At present the Companys equity shares are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited and the Company has paid the Listing fees to the above exchange for the year 2010- 11.

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

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo ad required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (disclosure of the particulars in the report of the Board of Directors) Rules, 1988 is given by way of Annexure /to this report.

DIRECTORSRESPONSIBILITY STATEMENT

The Board of Directors Report:

i that in the preparation of Annual Accounts for the financial year 2009-10, the applicable accounting standards have been followed along with proper explanatoin relating to material departures:

ii that the Directors have selected such accounting policies and applied them consistently and made judgments and estiments 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 Company for that period:

iiithat the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your company follows the principles of effective corporate governance practices.

A report on the Corporate Governance, Practicing Company Secretarys certificate on compliance of Corporate Governance, and "Management Discussion and Analysis" giving details of the Companys business and operating results are annexed as a part of the Annual Report for the information of the shareholders. TheCompany has obstained the requisite certificate from the Managing Director of the Company. The Managing Directors declaration regarding compliance with Companys Code of Conduct for Directors and Senior Management personne/forms pert of repot on Corporate Governance.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EEDUCATION PROECTION FUND (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

TRANSFER OF UNCLAIMED SHARES TO SUSPENSE ACCOUNT ACKNOWLEDGEMENT Company is in the process of opening a Demat Suspense Account with one of the Depository Participant. As soon as the account is opened, the unclaimed shares shall be credited to the same.

ACKNOWLEDGEMNET

Your Directors take this opportunity to gratefully acknowledge the support with one and co-operation received from its Bankers. all stakeholders and investors including for their continued patronage and confidence reposed in the company. The Directos would like to express their thanks for the sincere hard work and dedication of every employee leading to impressive results of your company. the Board is confident that the employees continued enthusiasm, initiative and dedicated efforts, your company could face the new challenges and opportunities arising out of the competition.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

VENUGOPAL BANG

PLACE: Mumbai

DATE: 1st September 2010



 
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