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Directors Report of Bhandari Hosiery Exports Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2014-15 2013-14

Turnover 12496.50 11153.09

GROSS PROFIT before interest depreciation and tax 802.70 811.94

Less: Financial expenses 376.64 413.62

Less: Depreciation and preliminary exp. written off 126.52 119.56

PROFIT BEFORE TAX 299.54 278.76

Less: Provision for tax -80.43 81.09

PROFIT AFTER TAX 219.11 197.67

Add: Balance brought forward 1633.59 1435.92

Amount available for appropriation(s) 1852.70 1633.59

Appropriation:

-Proposed Dividend on Equity shares @ Rs. 0.10/- per Equity Share (i.e. 1%) 14.65

-Tax on dividend @ 20.36% 2 983 -

Balance carried to Balance Sheet 1835.06 1633.59

PERFORMANCE REVIEW

Despite challenging global and Indian scenario, your Company recorded a very good performance in terms of increased turnover as well as increased profitability. During the year 2014-15, your Company was able to achieve turnover of Rs. 12496.50 Lacs as against Rs. 11153.09 Lacs in the previous year, showing an increase of 12.05% over the previous year. The Profits after Tax of the Company for the year ended 31.03.2015 has been Rs. 219.11 Lacs as against Rs. 197.67 Lacs in the previous year showing an increase of 10.85% over the previous. The Exports of the Company for the financial year ended 31.03.2015 were to the tune of Rs. 1390.49 Lacs as against Rs. 1714.67 Lacs in the previous year.

EXPORTS

The Exports of the Company for the financial year ended 31.03.2015 were to the tune of Rs. 1390.49 Lacs as against Rs. 1714.67 Lacs in the previous year.

REVISION IN FINANCIAL STATEMENTS

The Financial Statement were approved by the Board of Directors in its meeting held on 29th May 2015, however upon observing some arithmetical errors in calculation of depreciation and some other expenses in the Audited Financial Statements and to recommend payment of dividend for the financial year 2014-15, the Board of Directors reconsidered and approved the Financial Statements in its meeting held on 22nd July 2015.

DIVIDEND

Your directors recommend a dividend of 1% (Rs. 0.10 per Share of face value Rs. 10/-) for the year 2014-15, (Previous year 2013-14- Nil)), subject to the approval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The unencashed dividend amount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 became due for transfer to the Investor Education and Protection Fund in April, 2014. The company has accordingly transferred all amounts of unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with BSE Ltd. (BSE), a Report on Corporate Governance is given as a part of this Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report and forms part of this Report.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 is Rs. 14.65 Crores. During the year under review, the Company has not issued any equity shares/ shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares.

CAPITAL EXPENDITURE

As at 31st March 2015 the gross fixed assets stood at Rs. 53.49 Crores and net fixed assets Rs. 43.57 Crores. Additions during the year amounted to Rs. 23.49 Crores to plant & machinery and other assets amounted to Rs. 1.16 crores.

FINANCE

Fresh long term debt for Rs. 17.16 Crores was raised during the year. However, existing term debts to the extent of Rs. 0.52 crores were repaid. The Cash Credit Limits were enhanced from Rs. 26.50 Crores to Rs. 39.50 Crores during Financial year 2014-15 and the limits were availed to the extent of Rs. 28.38 Crores. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIRECTORS AND KMPs

(i) Appointments

The Board of Directors has appointed Ms. Manmeet Sikka (DIN 07135079), as Additional Director/Woman Director of the Company in the category of Independent Directors with effect from 25.03.2015. Ms. Manmeet Sikka, subject to approval of the shareholders in the ensuing Annual General Meeting, is proposed for appointment as Independent Directors for a period upto 31.03.2019. Further details of the above Director are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting being sent to the shareholders along with the Annual Report.

Further, Shri Nitin Bhandari was re-appointed as Chairman & Mg. Director and CEO of the Company for a period of 3 years w.e.f. 22.11.2014 , by the Board of Directors of the Company , subject to the approval of Members of the Company at ensuing Annual General Meeting. So his appointment as such has been proposed for consideration and approval of Members of Company. Further details in this respect are given in the Notice of the Annual General Meeting being sent to the shareholders along with the Annual Report.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Nitin Bhandari, Director , retires by rotation and is eligible for reappointment.

(iii) Resignations

During the year under review, Shri Manmohan Sikka, Independent Director resigned from Board of Directors of the Company .

(iv) Declarations by Independent Directors

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.

(v) Board Evaluation

In compliance with 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 Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(vi) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vii) Board Meetings

During the year, 6 Board Meetings and 5 Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

(viii) Key Managerial Personnel

During the year 2014-15, the Company had three Key Managerial Personnel viz. Mr. Nitin Bhandari, Chairman & Managing Director & CEO, Mr. Surinder Kumar, Chief Financial Officer and Mr. Gurinder Makkar, Company Secretary. On 15th April, 2015, Shri Surinder Kumar resigned and Shri Manoj Kumar has been appointed as CFO of the Company in place.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company has not directly or indirectly - a) given any loan to any person or other body corporate other than usual advances envisaged for supply of materials if any, b) given any guarantee or provided security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act,

2013 read with Companies (Acceptance of Deposit) Rules, 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhandariexport.com.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - C".

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm"s length basis and in the ordinary course of the business of the Company. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party Transactions were entered in terms of the proviso to revised Clause 49 VII C of the Listing Agreement. Hence the Company is not required to disclose details of the related party transactions in Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is hosted on the Company's website i.e. www.bhandariexport.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, had been appointed as Statutory Auditors of the Company for a period of 3 years at the last annual general meeting held on

29.09.2014 subject to ratification of their appointment by the members at every annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors. As required under Clause 41 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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 had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - A to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

COST AUDITORS

For the Financial Year 2014-15, Company was not required to appoint Cost Auditors. With the new Cost Audit Rules, now the Company was again required to appoint Cost Auditor for the Financial Year 2015-16. The Board on the recommendation of Audit Committee, has appointed M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana (Firm Registration No. 00102), as Cost Auditors for the Financial Year 2015-16 and the remuneration of the Cost Auditor has been proposed to be approved by the members in the Annual General Meeting .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report.

EXPANSION

The Company has made expansion and modernization in fabric, dyeing and boiler division. The Company has plans to set up yarn dying within premises as a part of ongoing expansion and modernization programme.

AUDITORS' REPORT

The Auditors' Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed Secretarial Auditors as well as Internal Auditors for the year 2015-16.

LISTING OF SECURITIES

The securities of the Company are listed only on BSE Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the Listing Fees to the BSE upto the financial year 2015-16

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2015 is annexed at the end of Financial Statements.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT. CHILD LABOUR ETC.

Sr. Category No. of complaints during financial year 2014-15

1 Child labour/forced The Company does not hire Child labour/involuntary Labour, Forced Labour or labour Involuntary Labour. No case reported

2 Sexual Harassment No case reported

3 Discriminatory No case reported employment

Sr. Category No. of complaints pending as at end of year 2014-15

1 Child labour/forced Not Applicable labour/involuntary labour

2 Sexual Harassment Not applicable

3 Discriminatory Not applicable employment

CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility and constitution of CSR Committee are not applicable to the Company in view of applicability criteria set under Section 135 and Schedule VII of the Companies Act, 2013 read with as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

However the Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its general Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company's commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it's supply chain on the company's side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company's supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company's Risk Management System and Safety and Security procedures adopted.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

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

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2014-15. So this information is NIL.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at "Annexure- B" .

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 the Section 134(3)(c) of the Companies Act, 2013:

(i) 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;

(ii) That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments 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;

(iii) 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and adequately protected.

DECLARATION REGARDING CODE OF CONDUCT

All the members of the Board and senior management personnel have affirmed compliance with the Code of Conduct of the Company for the year ended 31st March, 2015 and a declaration to that effect signed by the Chairman & Managing Director is attached and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

For and on behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari) Date : 10.08.2015 Chairman & Managing Director




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014

* FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2013-14 2012-13

Turnover 11153.09 9652.54

GROSS PROFIT before interest 811.94 831.47 depreciation and tax

Less: Financial expenses 413.62 290.13

Less: Depreciation and preliminary 119.56 107.93 exp. written off

PROFIT BEFORE TAX 278.76 433.41

Less: Provision for tax 81.09 145.64

PROFIT AFTER TAX 197.67 287.77

Add: Balance brought forward 1435.92 1148.15

Amount available for appropriation(s) 1633.59 1435.92

Balance carried to Balance Sheet 1633.59 1435.92

* PERFORMANCE REVIEW

During the year under review, the business and economic environment in India and other emerging countries remained challenging. The GDP growth rate dipped below 5%, amongst the lowest levels in a decade. The year witnessed several volatile events like significant depreciation of the rupee, burgeoning current account deficit, weakening and uncertain demand, elevated inflation and interest rates all of which lead to declining business confidence.

Despite the continued headwinds and sluggish markets your Directors are pleased to inform you that during the financial year ended 31st March, 2014 , your company achieved an all time high performance in turnover.. During the year 2013-14, your Company was able to achieve turnover of Rs. 11153.09 Lacs as against Rs. 9652.54 Lacs in the year 2012-13. The Profits after Tax of the Company for the year ended 31.03.2014 has been Rs. 197.67 Lacs as against Rs. 287.77 Lacs in the previous year

* EXPORTS

The Exports of the Company for the financial year ended 31.03.2014 were to the tune of Rs. 1714.67 Lacs as against Rs. 2233.70 Lacs in the previous year.

* OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India''s Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India''s industrial production, 4% to the GDP and 17% to the country''s export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector.

Textiles sector of India did remarkably well in an otherwise dull exports scenario in year 2013-14. Textile exports were worth $30.37 billion in year 2013-14, up from $26.36 billion in the previous year - a growth of 15.24 per cent, compared to a decline of 3.11 per cent in year 2012-13. All major segments in the sector grew at a healthy rate. Readymade garments, which accounts for nearly half of all textile exports at $14.93 billion, grew 15.53 per cent. Cotton yarn and fabrics grew 18 per cent to $8.88 billion, while manmade textiles grew nearly 13 per cent to $5.69 billion. The industry is expected to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. The textile industry is expected to reach USD 223 billion by 2021.

During the year under review, the overall business and economic environment in India and other emerging countries remained challenging. The GDP growth rate dipped below 5%, amongst the lowest levels in a decade. The year witnessed several volatile events like significant depreciation of the rupee, burgeoning current account deficit, weakening and uncertain demand, elevated inflation and interest rates; all of which lead to declining business confidence. However, your company achieved a growth of 15.55% in total income from operations despite the continued headwinds.

The erstwhile Government initiated some steps to kick start manufacturing growth with reduction in excise duty on automobiles, high priority for faster clearance of projects etc. Steps were also taken to rein in the current account deficit by increasing import duty on Gold. But except some respite, there was no significant pick up in the pace of growth.

The Lok Sabha elections in May 2014 were a much awaited event and the country voted decisively in favor of National Democratic Alliance underscoring the wants and hopes of a nation for good governance and a growth oriented policy framework. There is a sense of optimism across the country and the newly formed government has the responsibility to deliver on its promise of stimulating growth.

A revival in economic sentiment driven by increase in manufacturing output along with job creation and an easing inflationary environment would be crucial for supporting and sustaining growth in discretionary consumer spending.

The apparel industry is amongst the oldest and the largest industries in India. The trend from stitched garments to ready to wear and from unbranded to branded apparel is well established and growing. Viewed from the retailing space the apparel market is the second largest category after food and groceries.

* DIVIDEND

Your Directors do not recommend any dividend due to need of plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

* TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The unencashed dividend amount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 became due for transfer to the Investor Education and Protection Fund in April, 2014. The company has accordingly transferred all amounts of unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

* CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors'' Report.

* MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors'' Report and forms part of this Report.

* DIRECTORS

In accordance with the Companies Act, 2013, Sh. Vikas Nayar, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

In terms of the provisions of Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Manmohan Sikka and Mr. Ashish Thapar as Independent Directors for a term of upto 31 March 2019. Further, the Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub Section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the Sock Exchange.

* AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. , It is proposed to reappoint them to hold office from the conclusion of this 21st Annual General Meeting (AGM) till the conclusion of the 24th Annual General Meeting to be held in 2017, subject to ratification of reappointment by the members at every AGM held after this AGM, in accordance with the provisions of Companies Act, 2013. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

* AUDITORS'' REPORT

The notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors'' Report.

* COST AUDITOR

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and other applicable provisions/rules/laws, M/S Khushwinder Kumar & Associates, Cost Accountants, were appointed by the company as Cost Auditors for the financial year 2013-14 to carry out duties contemplated under said Act. For the year 2012-13, the Cost Audit Report of the Company was required to be filed with the Ministry of Corporate Affairs within 180 days of the close of Financial year 2012- 13, which the Company has duly filed in September, 2013. For the year 2013-14, the Cost Audit Report shall also be duly filed within prescribed time.

* APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed Secretarial Auditors as well as Internal Auditors for the year 2014-15.

* LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2014-15.

* INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

* CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2014 is annexed at the end of Financial Statements.

* RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

* DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

Sr. Category No.of complaints during No. of no financial year 2013-14 complaints pending As at end of year 2013-14

1 Child labour/ The Company does not hire Not Applicable forced labour/ Child Labour,Forced Labour involuntary or Involuntary Labour. labour No Reported Case.

2 Sexual Harassment No reported case Not Applicable

3 Discriminatory No reported case Not Applicable employment

* CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company''s core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company''s commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals,

Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it''s supply chain on the company''s side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company''s supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company''s Risk Management System and Safety and Security procedures adopted.

* SUBSIDIARY COMPANY

There is no Subsidiary of the Company.

* FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act,1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

* GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

* CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

* PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

* DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2014 and profit of the Company for the year ended 31st March, 2014.

iii) 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.

iv) The Annual Accounts have been prepared on a going concern basis.

* DECLARATION REGARDING CODE OF CONDUCT

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31st March 2014.

* ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors Sd/- Place : Ludhiana (Nitin Bhandari) Date : 27.08.2014 Chairman & Managing Director


Mar 31, 2013

To The Members of BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 20th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2012-13 2011-12

Turnover 9652.54 9845.17

GROSS PROFIT before interest depreciation and tax 831.47 910.19

Less: Financial expenses 290.13 376.61

Less: Depreciation and preliminary ex p. written off 107.93 80.13

PROFIT BEFORE TAX 433.41 453.45

Less: Provision for tax 145.64 147.48

PROFIT AFTER TAX 287.77 305.97

Add: Balance brought forward 1148.15 842.18

Amount available for appropriation(s) 1435.92 1148.15

Balance carried to Balance Sheet 1435.92 1148.15

£ PERFORMANCE REVIEW

Despite adverse EU countries scenario and its impact on world economies including India, surging and fluctuating prices of cotton and raw materials, your Company recorded a satisfactory performance . During the year 2012-13, the Company was able to achieve turnover of Rs. 9652.54 Lacs as against Rs. 9845.17 Lacs in the year 2011-12. The Profits after Tax of the Company for the year ended 31.03.2013 has been Rs.287.77 Lacs as against Rs. 305.97 Lacs in the previous year. Whereas the global slow down of the various economies hit the garments export, the Company was still able to withstand its effects and registered satisfactory performance.

0 EXPORTS

The exports of the Company were hit due to slow down of various economies and adverse effects of EU Countries marring economies. The Exports of the Company for the financial year ended 31.03.2013 were to the tune of Rs. 2233.70 Lacs as against Rs. 2838.37 in the previous year .

# OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India''s Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India''s industrial production, 4% to the GDP and 17% to the country''s export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector.

The industry is expected to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. After the close of year 2012-13, the position of exports is also improving. The Indian economy was also affected by the global ongoing scenario during the year 2012-13. The export of clothing/apparel from India declined during the financial year 2012-2013 to USD 12.92 bn from USD 13.7 bn in the previous year, showing a decline of 5.75% in USD terms. However, in year 2012-13, in rupee terms apparel export of India was to the tune of Rs. 70312 crore compared to Rs. 65709 crore in year 2011-12, representing an increase of approximately 7% due to INR depreciation.

During the year 2012-13, Readymade Garments accounted for almost 39% of the total textiles exports. Apparel and cotton textiles products together contributed nearly 74% of the total textiles exports.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily. From the second half of the year 2012-13, the Government had announced series of policy measures which included un- hindered export of cotton yarn, continuation of Textile Upgradation Fund Scheme and announcement of Foreign Trade Policy which had many positive features for the textile industry including incentive for incremental exports.

DIVIDEND

Your Directors do not recommend any dividend due to need of plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

0 SHARE CAPITAL/ ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the Financial Year 2012-13, there was a Preferential issue of Equity shares . In accordance with the Special Resolution passed at the Extraordinary general Meeting held on 20.07.2012 and in accordance with the conditions and in-principle approval of BSE, the Company made an allotment on 04.08.2012, of 45,87,500 equity shares of face value of Rs. 10/- each, on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) . As a result of the said Issue, the Paid up Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 1,00,65,195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each.. The proceeds of the issue are for the purpose of modernization, expansion of the dyeing plant/processing house, opening and running of the retail showrooms and to part finance company''s working capital requirements and other general corporate purposes.

0 CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors'' Report.

0 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors'' Report and forms part of this Report.

Q DIRECTORS

Sh. Raghubir Chand Singal, Director of the Company retires by rotation and being eligible offers himself for re- appointment.

0 AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

Q AUDITORS'' REPORT

The notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors'' Report.

W COST AUDITOR

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and other applicable provisions/rules/laws, M/S Khushwinder Kumar & Associates, Cost Accountants, have been appointed by the company as Cost Auditors for the financial year 2013-14 to carry out duties contemplated under said Act. Further, the Company has duly filed Cost Compliance Report for the year 2011-12. From year 2012-13, the Cost Audit has become applicable to the Company. For the year 2012-13, the Cost Audit Report of the Company is required to be filed with the Ministry of Corporate Affairs within 180 days of the close of Financial year 2012-13, which the Company shall file before expiry of said time.

Q LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2013-14.

The Company has made a Preferential issue/allotment on 04.08.2012, of 45,87,500 equity shares of face value of rs. 10/- each , on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) . As a result of the said Issue, the Paid up, admitted and listed Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 1,00,65,195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each. The said Equity shares issued on preferential basis has been duly listed at BSE during the financial Year 2012-13..

0 INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

0 CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2013 is annexed at the end of Financial Statements.

0 RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

£ DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

Sr. Category No. of complaints during financial year 2012-13 No. of complaints pending As at end of year 2012-13

1 Child labour/forced The Company does not hire Child Labour, Forced Not Applicable labour/involuntary labour Labour or Involuntary Labour. No

2 Sexual Harassment No reported case Not applicable

3 Discriminatory employment No reported case Not applicable

£ CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company''s core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company''s commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it''s supply chain on the company''s side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company''s supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company''s Risk Management System and Safety and Security procedures adopted.

Q SUBSIDIARY COMPANY

There is no Subsidiary of the Company. Q FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act,1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

Q GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

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

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

Q PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

0 DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and profit of the Company for the year ended 31st March, 2013.

iii) 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.

iv) The Annual Accounts have been prepared on a going concern basis.

0 DECLARATION REGARDING CODE OF CONDUCT

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31 st March 2013.

9 ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari)

Date : 27.08.2013 Chairman & Managing Director


Mar 31, 2012

To The Members of BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 19th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

- FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2011-12 2010-11

Turnover 9845.17 9194.13

GROSS PROFIT before interest depreciation and tax 910.19 503.60

Less: Financial expenses 376.61 246.18

Less: Depreciation and preliminary exp. written off 80.13 82.77

PROFIT BEFORE TAX 453.45 174.65

Less: Provision for tax 147.48 60.09

Add: Sale of investments written off in year 2003-04 - 23.80

Add: Excess Provision of Income Tax Written Back - 2.65

PROFIT AFTER TAX 305.97 141.01

Add: Balance brought forward 842.18 701.17

Amount available for appropriation(s) 1148.15 842.18

Balance carried to Balance Sheet 1148.15 842.18

- PERFORMANCE REVIEW

Despite surging and fluctuating prices of cotton and raw materials , unfavorable foreign exchange fluctuations, your Company recorded a satisfactory performance . During the year 2011-12, your Company was able to achieve an increased turnover of Rs. 9845.17 Lacs as against Rs. 9194.13 Lacs in the year 2010-11, thus registering an increase of around 7.08%. The Profits after Tax of the Company for the year ended 31.03.2012 has been Rs. 305.97 Lacs as against Rs. 141.01 Lacs in the previous year thus showing a significant increase of around 117% over the previous year Net Profits after tax. The Company was able to achieve this level through optimum utilization of resources and effective financial and marketing measures.

- EXPORTS

The exports of the Company were almost same for financial year ended 31.03.2012 due to global financial crisis effect and the effect triggered by rise in cotton prices. The exports of the Company for the year ended 31.03.2012 were to the tune of Rs. 2838.37 Lacs as against Rs. 2819.26 Lacs for the financial year ended 31.03.2011. Whereas the global financial crisis and prices of cotton and other raw materials hit the garments industry, the Company was still able to bear its effects and recorded satisfactory performance in terms of turnover and profitability of the Company for the year 2011-12.

- OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India's Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India's industrial production, 4% to the GDP and 17% to the country's export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector. The industry is expected to grow steadily from its present US$ 70 billion to US$ 110 billion by 2015.

The industry is expected to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. During 2011-12, the country's apparel exports increased to US$ 13.7 billion as against US$ 11.6 billion posted in 2010-11.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily.

- DIVIDEND

Your Directors do not recommend any dividend due to need of plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

- SHARE CAPITAL/ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

There were no fresh Public/ Rights / Bonus issue of Shares or convertible instruments during the period under review. However, after the close of financial Year 2011-12, there was a Preferential issue of Equity shares . In accordance with the Special Resolution passed at the Extraordinary general Meeting held on 20.07.2012 and in accordance with the conditions and in-principle approval of BSE, the Company made an allotment of 45,87,500 equity shares of face value of rs. 10/- each , on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) aggregating to Rs. 20,18,50,000/- . As a result of the said Issue, the Paid up Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 10065195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each.. The proceeds of the issue are to be utilized for the purpose of modernization, expansion of the dyeing plant/processing house, opening and running of the retail showrooms and to part finance company's working capital requirements and other general corporate purposes.

- CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors' Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report and forms part of this Report.

- DIRECTORS

Sh. Ashish Thapar, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

- AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

- AUDITORS' REPORT

The notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors' Report.

- COST AUDITOR

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and other applicable provisions/rules/laws, M/S Khushwinder Kumar & Associates, Cost Accountants, have been appointed by the company as Cost Auditors for the financial year 2012-13, on becoming said provisions/rules applicable to the Company .

- LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2012-13.

After the close of financial year 2011-12, the Company has made a Preferential issue/allotment on 04.08.2012, of 45,87,500 equity shares of face value of rs. 10/- each , on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) aggregating to Rs. 20,18,50,000/- . As a result of the said Issue, the Paid up Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 10065195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each. The Company duly made a Listing Application and got Listing Approval of bSE for listing of the newly issued 45,87,500 Equity shares and in due process, Final Trading approval in respect of said shares shall be obtained from BSE.

- INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

- CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2012 is annexed at the end of Financial Statements.

- RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

- CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company's commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it's supply chain on the company's side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company's supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company's Risk Management System and Safety and Security procedures adopted.

- SUBSIDIARY COMPANY

There is no Subsidiary of the Company.

- FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act,1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

- GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

- CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

- PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

- DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2012 and profit of the Company for the year ended 31st March, 2012.

iii) 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.

iv) The Annual Accounts have been prepared on a going concern basis.

- DECLARATION REGARDING CODE OF CONDUCT

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31st March 2012.

- ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari)

Date : 28.08.2012 Chairman & Managing Director


Mar 31, 2011

The Members,

BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 18th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2010-11 2009-10

Turnover 9194.13 8689.09

GROSS PROFIT before interest depreciation and tax 503.60 482.70

Less: Financial expenses 246.18 228.17

Less: Depreciation and preliminary ex p. written off 82.77 82.37

PROFIT BEFORE TAX 174.65 172.16

Less: Provision for tax 60.09 61.04

PROFIT AFTER TAX 114.56 111.12

Add: Balance brought forward 701.17 656.96

Amount available for appropriation(s) 815.73 768.08

Sale of investments written off in year 23.80 - 2003-04

Excess Provision of Income Tax Written Back 2.65 -

Balances written off net - 0.16

Provision for Bad and Doubtful Debts, - 66.75 Unrecoverable Receivables &

Balance carried to Balance Sheet 842.18 701.17

- PERFORMANCE REVIEW

Despite surging and fluctuating prices of cotton and other raw materials, your Company recorded a satisfactory performance . During the year 2010-11, your Company was able to achieve an increased turnover of Rs. 9194.13 Lacs as against Rs. 8689.09 Lacs in the year 2009-10, thus registering an increase of around 5.81%. The Profits after Tax of the Company for the year ended 31.03.2011 has been Rs. 114.56 Lacs as against Rs. 111.12 Lacs in the previous year thus showing an increase of around 3.10% over the previous year .

- EXPORTS

The exports of the Company registered a decline for financial year ended 31.03.2011 due to global financial crisis effect and the effect triggered by rise in cotton prices. The exports of the Company were to the tune of Rs. 2819.26 Lacs for the financial year ended 31.03.2011 as against Rs. 3456.44 Lacs (regrouped figures) in the previous year showing a decrease of 18.43%. Whereas the global financial crisis and prices of cotton and other raw materials hit the garments industry, the Company was still able to bear its effects and recorded satisfactory performance in terms of turnover and profitability of the Company for the year 2010-11.

- OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India's Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India's industrial production, 4% to the GDP and 17% to the country's export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector. The industry is expected to grow steadily from its present US$ 70 billion to US$ 110 billion by 2015.

The Ministry of Textiles has sanctioned a total of US$ 133 million under Technology Upgradation Fund Schemes (TUFS) during September 2010. The industry is expected to continue to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. The Indian economy grew by 8.6% in 2010-11 as against a growth of 7.4% during 2009-10. It is further estimated that its growth would further go upto to 9% during 2011-12. During 2010-11, the country's apparel exports increased 4.4 per cent to $11.1 billion against $10.7 billion in the previous fiscal.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily.

- DIVIDEND

Your Directors do not recommend any dividend due to plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

- SHARE CAPITAL/ BONUS ISSUE

There were no fresh Public/ Rights / Preferential issues of Shares or convertible instruments during the period under review. The Board of Directors of the company in its Meeting held on 30.04.2010 has Withdrawn/cancelled, in view of the changed scenario and changed working capital requirements, the proposal to make a Rights issue of 2609495 equity shares of Rs. 10/- each for which no Draft Letter of Offer was filed with SEBI.

However there was a Bonus Issue of Equity shares of the Company during the period under review . Pursuant to the approval of Members of the Company in the Extra Ordinary General Meeting of the Company held on 11.02.2001 and pursuant to the In-Principle Approval of the BSE for issue and allotment of Bonus Shares, the Company allotted 26,09,495 Equity Shares as fully paid Bonus Shares of Rs. 10/- each to the Members of Company in the ratio of 7 (Seven) Bonus equity share of Rs. 10/- (Rupees Ten) for every 20 (Twenty) existing fully paid equity share of Rs. 10/- (Rupee Ten). The said Bonus Shares were listed on BSE in the month of March, 2011. As a result of the said Bonus Issue, the Issued, Paid up and Listed Share Capital of the Company has increased from Rs. 7,45,57,000 divided into 74,55,700 fully paid Equity shares of Rs. 10/- each to Rs. 10,06,51,950 divided into 10065195 fully paid Equity Shares of RS. 10/- each .

- PROPOSED FURTHER ISSUE OF SECURITES TO RAISE FUNDS

The Company has various plans to enter into domestic retail garments segments on a higher level by opening of new showrooms at various locations in India. The Company also proposes to make expansions in its dyeing and stitching capacities in the times to come. The Company's' Projects are proposed to be funded through issue of Equity and if needed, through a combination of Equity and Debt. The Company would offer a variety of knitted hosiery readymade garments by the opening of retails outlets and/or sophisticated showrooms and may also come up with online shops systems. Thus to augment long term resources of the Company and also for meeting the fund requirements of the existing business, current and future expansions etc., the Company proposes to pass requisite resolution in this regard, enabling it to raise funds, subject to necessary approvals and applicable laws & regulations, by way of issue of equity shares/securities, in the course of domestic and/or international offering(s), at such time or times in one or more tranche or tranches, such Securities include equity shares, convertible warrants, Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) convertible into equity shares, Foreign Currency Convertible Bonds (FCCBs) or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants etc. convertible into equity shares, whether optionally or otherwise or any combination thereof (hereinafter referred to as `Securities'). The Company may also issue convertible warrants on Preferential basis to raise funds for the Company as per its suitability and requirements.

The desired resolution(s) for the aforesaid purpose(s) are included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company.

- CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors' Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report and forms part of this Report.

- DIRECTORS

Sh. Vikas Nayar, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

- AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

- AUDITORS' REPORT

The notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors' Report.

- LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2011-12.

- INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March 2011 is annexed at the end of Financial Statements.

- RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

- CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company's commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also got in the previous years BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

During the last years, the Company got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it's supply chain on the company's side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company's supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company's Risk Management System and Safety and Security procedures adopted.

- SUBSIDIARY COMPANY

There is no Subsidiary of the Company.

- FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

- GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

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

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

- PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

- DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2011 and profit of the Company for the year ended 31st March, 2011.

iii) 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.

iv) The Annual Accounts have been prepared on a going concern basis.

- DECLARATION

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31 st March 2011.

- ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors

Sd/-

(Nitin Bhandari) Chairman & Managing Director

Place : Ludhiana Date : 27.08.2011

 
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