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Directors Report of Bombay Rayon Fashions Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2018.

1. FINANCIAL AND OPERATIONAL PERFORMANCE:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

(Rs. in crores)

Particulars

Standalone For the Financial Year Ended

31-03-2018

31-03-2017

Revenue from Operations

3088.36

3876.96

Profit before Interest, Depreciation and Tax

218.58

620.74

Less: Interest

422.12

671.75

Profit/(Loss) before Depreciation and Tax

(203.54)

(51.01)

Less: Depreciation and Amortization

(154.80)

(161.51)

Profit / (Loss) before Tax

(358.34)

(212.52)

Tax Provisions

76.27

61.29

Profit / (Loss) after tax

(282.07)

(151.23)

b. Operations:

The total sales of the Company for the year under review were Rs. 3088.36 crores as compared to Rs. 3876.96 Crores in previous financial year lower by approx. 20%. The reduction in sales is due to general market conditions and stress on working capital. The net loss after tax for the year under review was Rs.282.07 crores, compared to loss of Rs. 151.23 crores of previous financial year.

c. Report on Performance of Subsidiaries:

A report on the performance and financial position of each of the subsidiaries are provided as Annexure - I and forms part of this report.

Additional information on Subsidiary companies:

i. Bombay Rayon Holdings Limited (BRHL)

BRHL holds 100% Equity of foreign subsidiaries i.e. BRFL Italia S.R.L. &, BRFL Italia Licensee S.R.L.

BRHL registered a net Profit of Rs. 3.77 crores for the year ended March 31, 2018.

ii. STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The manufactured yarn is used for captive consumption and some part is sold in the open market.

STI registered a net Loss of Rs. 7.33 crores for the year ended March 31, 2018.

iii. DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing products. However, at present, there are no operations being conducted.

iv. BRFL Italia S.R.L, Italy.

The Company owns the brand ‘GURU’ for readymade garments as well as for other accessories.

The retail operations, being not viable in the current prevailing economic scenario, are totally closed and the company is in process of rearrangements.

v. BRFL Italia Licensee S.R.L, Italy.

BRFL Italia licensee S.R.L is presently having the licenses for brand ‘GURU.’ The operations are presently suspended.

vi. BRFL Bangladesh Private Limited.

The Company has not commenced its operations.

d. Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2017-18 have been prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and audited and/or provisional financial statements of its subsidiaries, as approved by the Board of Directors of the said Companies. The Consolidated Financial Statement does not include the financials of BRFL Italia S.r.l, BRFL Italia Licensee S.r.l, DPJ Clothing Limited & BRFL Bangladesh Pvt Limited as the financials statements of these companies are not available due to suspension of operations.

e. Dividend:

In view of the losses incurred during the year under review, the Board of Directors have not recommended any dividend for the financial year ended March 31, 2018.

f. Transfer to reserve:

In view of loss incurred during the year under review, the Board of Directors has not recommended any amount to be transferred to Reserves.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls 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.

3. PARTICULARS OF LOANS, GUARANTEES,

INVESTMENTS AND SECURITIES:

Full Particulars of Loans & Guarantees Given, Investments made and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Notes of the Standalone Financial Statements.)

4. PARTICULARS OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES:

All contracts / arrangements / transactions, falling within the purview of Section 188 of the Companies Act, 2013, entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. None of the transactions entered into by the Company with related party were material in nature exceeding the limit 10% of annual standalone/consolidated turnover of the Company.

The particulars of contracts or arrangements with related parties are forming part of Notes to Accounts in this Annual Report.

All Related party transactions are placed before the Audit Committee and subsequently before the Board for its approval. Omnibus approval is obtained on yearly basis for transactions which are of repetitive nature as per the policy on Materiality of and Dealing with Related Party Transactions. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company.

5. PAYMENT TO BANKERS AND STATUTORY AUTHORITIES:

During the year under review, there were delays in payment of dues to bankers as well as to statutory authorities.

6. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

a. Changes in Board of Directors & Key Managerial Personnel:

I. Vacation of Office

During the year, there were no changes in the Directors or Key Managerial Personnel of the Company.

After the end of the financial year, Mr. Janardhan Agrawal, Chairman, due to his age & health factors, has expressed his inability to continue as the Chairman & Director in the Company and has tendered his resignation w.e.f 19th April 2018. Mr. Janardhan Agrawal was the founder of Bombay Rayon and has steered the growth of the Company. The Board of Directors placed on record, the fact that Mr. Janardhan Agrawal the founder of the Bombay Rayon has remained a guiding strength to make the company as a force to reckon by his leadership in the textile industry of India and expressed its gratitude and appreciation for his contribution and guidance in building up the Organisation.

Consequent to the resignation of Mr. Janardhan Agrawal, Mr. Aman Agrawal has been appointed as the Chairman of the Company by the Board of Directors in its meeting held on 29th May, 2018.

II. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Aman Agrawal and Mr. Prashant Agrawal Directors shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

b. Declaration by Independent Directors:

The Company has received and taken on record the declarations received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

7. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

Six meetings of Board of Directors were convened during the financial year under review details of which are furnished in the Corporate Governance report forming part of Annual report.

b. Director’s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited Annual Financial Statements of the Company for the financial year ended March 31, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018, and of the Loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

C. Committees:

(I) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations.

The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. A. Arumugham, Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. John Mathew, Independent Director

4. Mr. A. R. Mundra, Executive Director- Finance

The scope and terms of reference of the Audit Committee has been amended in accordance with the Act and with Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

(II) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulations 19 of the Listing Regulations.

The composition of the Committee is as under:

1. Mr. Naseer Ahmed, Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. A. Arumugham, Independent Director

4. Mr. John Mathew, Independent Director

The Board on recommendation of the Nomination and Remuneration Committee has approved the policy setting out the criteria for review of responsibilities of the Directors positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013.

(III) Stakeholders’ Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The composition of the committee is as under:

1. Mr. Janardhan Agrawal : Chairman

2. Mr. Prashant Agrawal : Member

3. Mr. A. R. Mundra : Member

Stakeholders’ Relationship committee was reconstituted by the Board of Directors in its meeting held on 29th May 2018:

1. Mr. Suresh Vishwasrao: Chairman

2. Mr. Prashant Agrawal: Member

3. Mr. A.R. Mundra: Member

4. Ms. Prachi Deshpande: Member

The Company Secretary acts as the Secretary of the Stakeholders’ Relationship Committee

d. Policies:

(I) Vigil Mechanism Policy:

In compliance with the requirements of section 177 of the companies Act, 2013 & Regulation 22 of Listing Regulations and as measure of good Corporate Governance practice, the Board has formulated a Vigil Mechanism Policy. The policy comprehensively provides an opportunity for any employee/ Director of the Company to raise any issue concerning breaches, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy is adequate safeguard against victimization.

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. and the same is also hosted on the website of the Company.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The Board has constituted Risk Management Committee of following Directors

1. Mr. Aman Agrawal: Chairman

2. Mr. Prashant Agrawal: Member

3. Mr. A R Mundra: Member

(III) Corporate Social Responsibility Policy:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Suresh Vishwasrao - Chairman

2. Mr. A. Arumugham - Member

3. Mr. A. R. Mundra - Member

The Company’s Corporate Social Responsibility Policy is available on the web-site of the Company i.e. www.bombayrayon.com .

However, the company do not incur any expenditure towards CSR activities during the year under review the Company has incurred losses during three preceding financial years.

e. Annual Evaluation of Directors, Committee and Board:

Independent Directors had done the annual evaluation of the Directors considering the business operations the Company for the financial year 2017-18. The Board of Directors in their meeting has reviewed the contribution made by each Independent Director by way of their timely advice for better corporate governance and compliances under the provisions of the laws as applicable to the Company. No commission is proposed to be paid to the Chairman or any of the Directors of the Company for financial year 2017-18.

f. Details with respect to the Programme for Familiarisation of Independent Directors:*

Independent Directors were made familiar with situation of the company time to time in duly held Board Meetings during the FY 2017-18. The policy of the Company on Familiarisation of Independent Director is put up on the website of the Company i.e. www.bombayrayon.com.

g. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the Provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure II.

The Company has no employee coming under the preview of requirement as mentioned in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the report and the Accounts are being sent to the members. Any member interested in obtaining copy of the same any write to the Company Secretary at the Registered Office of the Company.

9. CHANGE IN CAPITAL:

During the year the company has allotted 131482286 equity shares of Rs.10 each & 4101824 Optionally Convertible Debentures (OCDs) of Rs.1000/ each to the lenders of the Company pursuant to Implementation of Corporate Debt restructuring or Scheme for Sustainable Structuring of Stresses Assets (S4A).

10. AUDITORS AND REPORTS:

a. Statutory Auditors:

The shareholders of the company in the Annual General Meeting held on 26th September, 2017 has appointed PR Agrawal & Awasthi, Chartered Accountants (ICAI Firm Registration Number 117940 W) as the statutory auditors of the Company for the period of 5 years i.e. for the period from FY 2017-18 till FY 2021-22.

The Report of the Statutory Auditors on the financial statement for the year ended 31st March 2018 does not contain any qualification.

b. Secretarial Audit Report for the year ended 31stMarch, 2018

The Board had appointed M/s. Rathi & Associates, Company Secretaries as Secretarial auditors for the financial year 2017-18. The Secretarial Audit Report issued by Rathi & Associates in Form MR-3 forms part of this report and has been marked as Annexure III.

The Report of the Secretarial Auditors on the financial statement for the year ended 31st March 2018 does not contain any qualification

c. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 29 May, 2018, appointed M/s. K. S. Kamalakara & Company, Cost Accountants as the Cost Auditors of the Company for the financial year 2018-19 at an audit fee of Rs. 2,00,000/ subject to approval of the shareholder in ensuing Annual General Meeting.

d. Internal Audit and Control:

M/s. Venkatram & Co., Firm Registration No. 004656S, Chartered Accountants, Internal Auditors of the Company has carried out internal audit and the findings of the Internal Auditors in their reports are discussed regularly in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee members.

11. FRAUD REPORTING:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

12. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

b. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. Corporate Governance and Management Discussion & Analysis Reports:

The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed vide Annexure VI and forms an integral part of this Annual Report.

On 19th April, 2018, Mr. Janardhan Agrawal, Chairman and Director of the Company has tendered his resignation and further Mr. Aman Agrawal was appointed as the Chairman of the Company. Consequent to that the strength of the Board has reduced to 10 and is now comprised of requisite number of Directors and Independent Directors.

Requisite certificate from the Auditors of the Company M/s. P R Agrawal & Awasthi , Chartered Accountants, (ICAI Firm Registration Number 117940 W), confirming compliance with the conditions of Corporate Governance as stipulated in Chapter IV of Securities Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 by the Company is attached as Annexure VI (A) and forms an integral part of this Annual Report.

The Company has laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of the Company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure VI(b) and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director-Finance of Company with regard to certification on Audited Financial Statement of the Company for financial year 2017-18 is also annexed herewith vide Annexure VI (c) and forms an integral part of this Annual Report.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34 (Schedule V (B) of SEBI (LODR)Regulations,2015) is annexed herewith vide Annexure VII and forms part of this Annual Report.

d. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2017-18:

a. Details relating to acceptance of deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

e. There was no revision of the financial statements for the year under review.

Your Directors further state that:

f. Neither the Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from any of the subsidiary Company.

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

h. Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this Annual Report.

i. There was no change in the nature of business of company during F.Y. 2017-18.

j. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2017-18.

13. CAUTIONARY STATEMENT:

Statements in the Directors’ Report and Management Discussion & Analysis describing the company’s objectives, projections, estimates, expectations or predication may be “forward-looking statements’ within the meaning of applicable securities laws and regulations, actual results could differ materially for those expressed or implied, important factors that could make difference to the company’s operations include raw material availability and its prices, cyclical demand and pricing in the company’s principle markets, changes in government regulations, tax regimes ,economic developments within India and the countries in which the company conducts business and other ancillary factors.

14. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the business of Company.

Your Directors records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Aman Agrawal

Chairman

(DIN: 00019534)

Place: Mumbai

Date: 29th May, 2018

Registered Office Address:

D 1st Floor, Oberoi Garden Estates,Chandivali Farms,

Chandivali, Andheri (East), Mumbai - 400072

CIN: L17120MH1992PLC066880

TEL No: 91 22 71068800 /61068800 Fax No: 61068830

Mail:[email protected]

Website: www.bombayrayon.com


Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2017.

1. FINANCIAL AND OPERATIONAL PERFORMANCE:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31st March, 2017 as compared to the previous financial year, is summarized below:

(Rs. in crores)

Particulars

Standalone For the Financial Year Ended

31-03-2017

31-03-2016

Revenue from Operations

3876.96

4171.62

Profit before Interest, Depreciation and Tax

620.74

812.14

Less: Interest

671.75

596.65

Profit/(Loss) before Depreciation and Tax

(51.01)

215.49

Less: Depreciation and Amortization

161.51

165.78

Profit / (Loss) before Tax

(212.52)

49.71

Extra-ordinary items

-

-

Tax expenses

61.29

(26.29)

Minority interest

-

-

Profit / (Loss) after tax

(151.23)

23.42

b. Operations:

The total sales of the Company for the year under review were lowered by 7.6% to Rs. 3876.96 Crores as against Rs. 4171.62 Crores in previous financial year. The reduction in sale is due to general market conditions and stress on working capital. Due to lowered operations, the Company suffered loss of Rs. 151.23 crores during the financial year under review, compared to Rs.23.42 crores profit as per IND-AS of previous financial year.

c. Report on Performance of Subsidiaries:

A report on the performance and financial position of each of the subsidiaries are provided as Annexure - I and forms part of this report.

BRFL Europe B.V ceased to be a subsidiary of the company as the company is closed down and no other company has become subsidiary of the Company during the year under review.

Additional information on Subsidiary companies:

i. Bombay Rayon Holdings Limited (BRHL)

BRHL holds 100% Equity of foreign subsidiaries BRFL Italia S.r.l., Italy, & BRFL Italia Licensee S.R.L.

BRHL registered a Net loss of Rs. 2.91 crores for the year ended March 31, 2017.

ii. STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The part of manufactured yarn is used for captive consumption and the balance is sold.

STI has incurred a net Loss of Rs. 7.98 crores for the year ended March 31, 2017.

iii. DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing products. The said subsidiary is assisting in getting many mid-size retailers of Europe by providing the services either by direct import or by import and delivery basis.

iv. BRFL Italia S.R.L, Italy.

The Company owns the popular ‘GURU’ brand and is into the business of retailing of ready-made garments as well as other accessories in Europe.

The retail operations, being not viable in the current prevailing economic scenario, are totally closed and the brand ‘GURU’ is put on license model for various popular products.

v. BRFL Italia Licensee S.R.L

BRHL had subscribed in the equity shares of BRFL Italia licensee S.R.L, a company whom licenses for brand ‘GURU’ has been transferred.

vi. BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has yet to commence its operations.

d. Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2016-17 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and audited and/or provisional financial statements of its subsidiaries, as approved by the Board of Directors of the said Companies. The Consolidated Financial Statement does not include the financials of BRFL Italia Licensee S.r.l, BRFL Italia S.r.l, DPJ Clothing Limited & BRFL Bangladesh Private Limited as the financials statements of these companies for the respective year ended were not available.

e. Dividend:

Taking into accounts the losses of the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2017.

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

f. Transfer to reserve:

In view of loss incurred during the year under review, the board of directors has not recommended any amount to reserves.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls 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.

3. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Full Particulars of Loans & Guarantees Given, Investments made and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Notes 3, 4, 8 and 11 of the Standalone Financial Statement.)

4. PARTICULARS OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES:

All contracts / arrangements / transactions, falling within the purview of Section 188 of the Companies Act, 2013, entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. None of the transactions entered into by the Company with related party were material in nature exceeding the limit 10% of annual standalone/consolidated turnover of the Company.

The particulars of contracts or arrangements with related parties are forming part of notes to Accounts in this Annual Report.

All Related party transactions are placed before the Audit Committee and subsequently before the Board for its approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature as per the policy on Materiality of and Dealing with Related Party Transactions. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company.

5. PAYMENT TO BANKERS AND STATUTORY AUTHORITIES:

During the year under review, there were delays in payment of dues to bankers as well as to statutory authorities

6. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

a. Changes in Board of Directors & Key Managerial Personnel:

I. Vacation of Office

During the year, there were no changes in the Directors or Key Managerial Personnel of the Company vacated the office.

II. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Janardan Agrawal and Mr. A. R. Mundra, Directors will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

b. Declaration by Independent Directors:

The Company has received and taken on record the declarations received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

The Company is in the process of appointing one more Independent Director for complying with Regulation 17(1) (b) of Listing Regulations. The Nomination and Remuneration Committee of the Company is in the process of identifying a suitable person having requisite professional qualification, knowledge and experience, who fulfills the criteria as specified under Listing regulation as well as Section 149(6) read with Schedule IV of the Companies Act, 2013.

7. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

Six meetings of Board of Directors were convened during the financial year under review details of which are furnished in the Corporate Governance report forming part of Annual report.

b. Director’s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited Annual Financial Statements of the Company for the financial year ended March 31, 2017, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2017, and of the Loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. Committees:

(I) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 Listing Regulations.

The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. A. Arumugham, Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. John Mathew, Independent Director

4. Mr. A. R. Mundra, Executive Director- Finance

The scope and terms of reference of the Audit Committee has been amended in accordance with the Act and with Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

(II) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulations 19 of Listing Regulations.

The composition of the Committee is as under:

1. Mr. Naseer Ahmed, Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. A. Arumugham, Independent Director

4. Mr. John Mathew, Independent Director

The Board on recommendation of the Nomination and Remuneration Committee has approved the policy setting out the criteria for review of responsibilities of the Directors positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013.

(III) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations.

The composition of the committee is as under:

1. Mr. Janardan Agrawal, Chairman

2. Mr. Prashant Agrawal, Managing Director

3. Mr. A.R. Mundra, Executive Director- Finance

The Company Secretary acts as the Secretary of the Stakeholders’ Relationship Committee.

d. Policies:

(I) Vigil Mechanism Policy:

In compliance of the requirements of section 177 of the companies Act, 2013, Regulation 22 of Listing Regulations and as measure of good Corporate Governance practice, the Board has formulated a Vigil Mechanism Policy. The policy comprehensively provides an opportunity for any employee/ Director of the Company to raise any issue concerning breaches, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy is adequate safeguard against victimization.

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. and the same is also hosted on the website of the Company.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

(III) Corporate Social Responsibility Policy:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Suresh Vishwasrao - Independent Director (Chairman)

2. Mr. A. Arumugham- Independent Director

3. Mr. A. R. Mundra - Executive Director

The Company’s Corporate Social Responsibility Policy is available on the web-site of the Company i.e. www.bombayrayon.com .

As there is net average loss incurred by the Company during the three preceding financial years the Company was not required to spend any amount towards Corporate Social Responsibility activities during the year under review.

e. Annual Evaluation of Directors, Committee and Board:

Independent Directors had reviewed the performance of the Chairman and Executive Directors considering the performance of the Company during the financial year 2016-17. The Board of Directors in their meeting has reviewed the contribution made by each Independent Director by way of their timely advice for better corporate governance and compliances under the provisions of the laws as applicable to the Company. No commission is proposed to be paid to the Chairman or any of the Directors of the Company for financial year 2016-17.

f. Details with respect to the Programme for Familiarisation of Independent Directors:

The last meeting of financial year 2016-17 was held in Tarapur at one of the factory of the Company. The Independent Directors were briefed by the factory head about the business model and other related information to make the directors familiarize with the Company operations. The policy of the Company on Familiarisation of Independent Director is put up on the website of the Company.

g. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the Provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure II and are also available at the Registered Office of Company for inspection during its working hours and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the report and the Accounts are being sent to the members. Any member interested in obtaining copy of the same amy write to the Company Secretary at the Registered Office of the Company.

9. Preferential allotment:

Your company has allotted 5,13,94,193 equity shares of Rs. 10/- each at a premium of Rs. 155.88 to the lenders of the Company on conversion of Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) amounting to Rs. 852,52,68,734/pursuant to approvals received from the shareholders at their Extra-ordinary General Meeting held on May 9, 2016

Further Allotment of shares pursuant preferential issue was made to following lenders:-

1 On 3rd November 2016 to Union Bank of India for 2,991,921 equity Shares

2. On 5th May, 2017 Standard Chartered Bank 14,79,985 equity shares

During the year ICICI Bank Limited has vide it’s letter dated 6th October, 2016 informed the company about assignment of it’s loan to JM Financial Asset Reconstruction Company Limited. Pursuant to the provisions of the Companies Act, 2013, the resolution passed under section 62 (1) (c ) of the Act is valid for the period of 12 months from the date of approval sought from the Shareholders. Accordingly the approval obtained in the Extra - Ordinary General Meeting held on 9th May, 2016 was to expire on 8th May, 2017. Hence, the company had approached the shareholders for allotment of equity shares to -

Name of the

Debt Amount

No of Equity

Lender

Shares

(in Rs)

Bank of India

424,099,922

2,556,667

JM Financial

131,099,940

790,330

Asset

Reconstruction

Company Ltd.

Total

555,199,862

33,46,997

Accordingly, the shares has been allotted to aforesaid lenders on receipt of approval from the shareholders in the Extra - Ordinary General Meeting held on 20th May, 2017.

- “S4A” SCHEME Implementation/Increase in Share Capital

Since the liquidity stress on the Company was increased during the year under review, the Lenders in their Joint Lender’s Forum (“JLF”) Meeting held on October 7, 2016 deliberated on the various options and agreed to consider the S4A Scheme for the Company. The Lenders had decided to consider the S4A Scheme with the Reference Date as November 25, 2016. The Lenders at their JLF held on November 25, 2016, January 9, 2017 and January 16, 2017 have deliberated and agreed to convert part of their debt exposure which is considered as unsustainable into Equity shares and Optionally Convertible Debentures (OCDs) pursuant to implementation of the S4A Scheme in accordance with and as specified in the financing documents entered/to be entered by the Company with, inter alia, the Lenders for the purpose of implementation of the S4A Scheme (hereinafter referred to as the “S4A Agreements/ S4A Documents”).

Accordingly approvals from the shareholders had been sought at the Extra General Meeting held on 20 May 2017, for increase in the authorized capital of the company from Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) consists of 20,00,00,000 (Twenty Crores) equity shares of Rs. 10/- each to Rs. 365,00,00,000/-(Rupees Three Hundred Sixty Five Crores only) consists of 36,50,00,000 (Thirty Six crores Fifty Lakhs) equity shares of Rs. 10/- each and for issue of equity shares and Optionally Convertible Debentures to the Lenders. The allotment committee of the Board of Directors at its meeting held on May 24, 2017 allotted collectively to the lenders 107,345,243 Equity Shares of face value of Rs 10/- at a premium of Rs 136.03 /- per share aggregating Rs 15,67,56,25,835/- and 39,95,092 OCDs of face value Rs 1000/- each at par (carrying coupon rate 0.01% p.a ) aggregating to Rs 3,99,50,92,000/- on preferential basis as a part of the S4A Scheme as under :-

S no.

Name of the Lenders

No. of Equity

No. of OCDs

Shares

1.

State Bank of India

43,740,000

2,880,352

2.

Axis Bank

13,933,525

245,705

3.

Exim Bank

5,695,234

100,430

4.

Punjab National Bank

5,802,566

102,323

5.

Allahabad Bank

3,962,657

69,878

6.

Bank of India

4,476,163

78,933

7.

Karur Vysya Bank

1,793,453

31,626

8.

IDBI

832,576

14,682

9.

Corporation Bank

481,799

8,496

10.

Bank of Maharashtra

493,709

8,706

11.

Dena Bank

2,292,981

33,556

12.

Oriental Bank of Commerce

610,857

10,772

13.

Karnataka Bank

527,337

9,299

14.

Indian Bank

1,232,863

21,740

15.

JM Financial Asset Reconstruction Company Ltd

2,228,659

39,300

16.

Indian Overseas Bank

1,300,035

22,925

17.

Union Bank of India

7,636,693

134,666

18.

Central Bank of India

3,645,233

64,280

19.

Standard Chartered Bank

6,658,903

117,423

Total

107,345,243

3,995,092

10. AUDITORS AND REPORTS:

a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder the term of office of V.K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W) of the Company will conclude from the close of ensuing Annual General Meeting of the Company. The Board of Directors places on record its appreciation to the services rendered by V. K. Beswal & Associates, Chartered Accountants as the Statutory Auditors of the Company.

Subject to the approval of the Members and pursuant to Section 139 of the Companies Act, 2013, the Board of Directors of the Company has recommended the appointment of PR Agrawal & Awasthi Chartered Accountants (ICAI Firm Registration Number 117940 W) as the Statutory Auditors of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

The Report of the Auditors on the financial statement for the year ended 31st March 2017 does not contain any qualification.

b. Secretarial Audit Report for the year ended 31stMarch, 2017

The Board had appointed M/s. Rathi & Associates, Company Secretaries as Secretarial auditors for the financial year 2016-17. Secretarial Audit Report issued by Rathi & Associates in form MR-3 for the FY 2016-17 forms part of this report and marked as Annexure III.

The comments on the specific observations made in the above Secretarial Audit Report as under:-

1. The meeting of Board of Directors for approving unaudited financial result for the quarter ended 31st December, 2016 was scheduled to be held on 14th February 2017 but same was postponed and then was held on 6th March 2017. The Company had paid the penalty as levied by the Stock Exchanges.

2. There were some reconciliation problems related to unpaid dividend for financial year 08-09 amounting to Rs.200657.50 resulting into non-transfer of the same to Investor Education Protection Fund in time.

3 The Company is in the process of appointing one more Independent Director for complying with Regulation 17(1) of listing regulation.

c. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 30th May, 2017, appointed M/s. K. S. Kamalakara & Company, Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18 at annual audit fee of Rs. 5,00,000/ subject to approval of the shareholder in ensuing Annual General Meeting.

d. Internal Audit and Control:

M/s. Venkatram & Co., Firm Registration No. 004656S, Chartered Accountants, Internal Auditors of the Company has carried out internal audit and the findings of the Internal Auditors in their reports are discussed regularly in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee members.

11. FRAUD REPORTING:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

12. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

b. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. Corporate Governance and Management Discussion & Analysis Reports:

The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed vide Annexure VI and forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company V. K. Beswal & Associates, Chartered Accountants, (Firm Registration Number: 101083W), confirming compliance with the conditions of Corporate Governance as stipulated in Chapter IV of Securities Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015) by the Company is attached as Annexure VI (A) and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Audited Financial Statement of the Company for financial year 2016-17 is also annexed herewith vide Annexure VI (B) and forms an integral part of this Annual Report.

The Company has laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of the Company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure VI(C) and forms an integral part of this Annual Report.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34 (Schedule V (B) of SEBI (L0DR)Regulations,2015) is annexed herewith vide Annexure VII and forms part of this Annual Report.

d. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2016-17:

a. Details relating to acceptance of deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

e. There was no revision of the financial statements for the year under review.

Your Directors further state that:

f. Neither the Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from any of the subsidiary Company.

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

h. Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position, have occurred between the end of the financial year of the Company and date of this Annual Report.

i. There was no change in the nature of business of company during F.Y. 2016-17.

j. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2016-17.

13. CAUTIONARY STATEMENT:

Statements in the directors’ and management discussion and analysis describing the company’s objectives, projections, estimates, expectations or predication may be “forward-looking statements’ within the meaning of applicable securities laws and regulations, actual results could differ materially for those expressed or implied, important factors that could make difference to the company’s operations include raw material availability and its prices, cyclical demand and pricing in the company’s principle markets, changes in government regulations, tax regimes ,economic developments within India and the countries in which the company conducts business and other ancillary factors.

14. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Your Directors records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors

Janardan Agrawal

Chairman

DIN: 00019497

Place: Mumbai

Date: August 11, 2017

Registered Office Address:

D 1st Floor, Oberoi Garden Estates, Chandivali Farms,

Chandivali, Andheri (East), Mumbai - 400072

CIN: L17120MH1992PLC066880

TEL No: 91 22 71068800 /61068800 Fax No: 61068830

Mail:[email protected]

Website: www.bombayrayon.com


Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2016.

1. FINANCIAL AND OPERATIONAL PERFORMANCE:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31st March, 2016 as compared to the previous financial year, is summarized below:

(Rs. in crores)

Particulars

31-03-16

31-03-15

Revenue from Operations

4171.62

3532.67

Profit before Interest, Depreciation & Amortization and Tax

812.14

602.88

Less: Interest

596.65

557.60

Profit before Depreciation & Amortization and Tax Less: Depreciation &

215.49

45.28

Amortization

161.23

166.33

Profit / (Loss) before Tax

54.26

(121.05)

Current Tax

(12.22)

_

Deferred Tax

(4.93)

42.31

MAT Credit Entitlement

11.74

_

Profit / (Loss) after tax

48.85

(78.74)

b. Operations:

The total sales of the Company for the year under review were amounted to Rs. 4172.08 Crores as against Rs. 3532.67 crores of previous financial year, registering a growth of 18%. The exports sales have increased to Rs. 661.43 Crores in comparison to Rs. 395.55 Crores in 2014-15, the domestic sales was higher by 11.89% from Rs. 3137.49 Crores to Rs. 3510.65 Crores. The Company has earned a profit of Rs. 48.85 Crores for the year 2015-16 in comparison to the loss incurred of Rs. 78.74 Crores for the year 2014-15.

c. Report on Performance of Subsidiaries:

A report on the performance and financial position of each of the subsidiaries for the year ended 31st March 2016 is provided as Annexure - I and forms part of this report.

None of the Company''s Subsidiaries ceased to be a subsidiary and no other company has become subsidiary of the Company during the year under review.

Additional information on Subsidiary companies:

(i) Bombay Rayon Holdings Limited (BRHL)

BRHL holds 100% Equity of foreign subsidiaries BRFL Europe B.V., Netherlands & BRFL Italia S.r.l., Italy,BRFL Italia Licensee S.R.L

BRHL has registered a Net Profit of Rs. 2.31 crores for the year ended March 31, 2016

(ii) DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing products. The said subsidiary is assisting in getting many mid-size retailers of Europe by providing the services either by direct import or by import and delivery basis.

DPJ Clothing Ltd has registered loss of Rs. 0.51 crores for the year ended March 31, 2016.

(iii) BRFL Europe B.V., Netherlands.

BRFL Europe B.V. at Netherlands curtailed its operations to save costs and most of the larger customers are directly dealt from well-established service facilities from India offices.

BRFL Europe B.V. has registered a loss of Rs.5.10 crores for the year ended March 31, 2016.

(iv) BRFL Italia S.R.L, Italy.

The Company owns the popular ''GURU'' brand and is into the business of retailing of ready-made garments as well as other accessories in Europe.

The retail operations being not viable in the current prevailing economic scenario, are totally closed and the brand ''GURU'' is put on license model for various popular products.

BRFL Italia S.r.l, Italy has registered a net loss of Rs. 10.50 crores for the year ended December 31, 2015.

(v) BRFL Italia Licensee S.R.L

During the year under review, the BRFL Italia Licensee

S.R.L. has registered loss of Rs. 5.20 crore as on December 31, 2015. BRHL had subscribed in the equity shares of BRFL Italia licensee S.R.L, a company whom licence for brand ''GURU'' has been transferred.

(vi) STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The part of manufactured yarn is used for captive consumption and balance is sold.

STI has incurred a net Profit of Rs. 24.00 crores for the year ended March 31, 2016.

(vii) BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has not taken up any operations yet.

d. Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The consolidated financial statements have been prepared on the basis of audited/provisional financial statements of your Company, its subsidiaries and, as approved by the respective Board of Directors.

e. Dividend:

Considering the requirement for working capital after the operations of the Company, it was decided to retain the profit earned in the Company for the financial year ended March 31, 2016.

f. Transfer to reserves:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the statement of profit and loss.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls 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.

3. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Full Particulars of Loans & Guarantees Given, Investments made and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 11,12,13,17 of the Financial Statement.)

4. PARTICULAR OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. None of the transactions entered in to by the Company with related party were material in nature exceeding the limit 10% of annual standalone/consolidated turnover of the Company.

The particulars of contracts or arrangements with related parties are forming part of notes to Accounts in this Annual Report.

All Related party transactions are placed before the Audit Committee and subsequently before the Board for its approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature as per the policy on Materiality of and Dealing with Related Party Transactions. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company.

5. PAYMENT TO BANKERS AND STATUTORY AUTHORITIES:

During the year under review, there were delays in payment of dues to bankers as well as to statutory authorities

6. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

a. Changes in Board of Directors & Key Managerial Personnel:

I. Vacation of Office

During the year, none of the Directors or Key Managerial Personnel of the Company vacated the office.

II. Appointments

During the year, Mr. Narayanan Raja was appointed as a Nominee Director on the Board of the Company with effect from 15thFebruary, 2016 as per the recommendation of State Bank of India.

III. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Aman Agrawal and Mr. Prashant Agrawal will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

IV. Re-appointment of Directors

Pursuant to the provision of section 196 197,198 and 203 of the Companies Act, 2013. The term of appointment of whole time Directors. viz Mr. Aman Agrawal as Vice chairman, Mr. Prashant Agrawal as the Managing Director, Mr. A. R. Mundra Executive Director- Finance , Ms. Prachi Deshpande Director-Secretarial & Corporate Affairs expired on 31st May, 2016. The Board recommends for their re-appointment for further tenure of three years commencing from 1st June, 2016.

b. Declaration by Independent Directors:

The Company has received and taken on record the declarations received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

The Company is in the process of appointing one more Independent Director for complying with Regulation 17(1) of listing regulation. The Nomination and Remuneration Committee of the Company is in the process of identifying a suitable person having requisite professional qualification, knowledge and experience, who fulfills the criteria as specified under Listing obligation and Disclosure Requriements regulation 2015 as well as section 149(6) read with Schedule IV of the Companies Act, 2013.

7. DISCLOSURES RELATED TO BOARD,COMMITTEES AND POLICIES:

a. Board Meetings:

Six meetings of Board of Directors were convened during the financial year under review i.e. on 22nd May, 2015, 14th August, 2015, 29th September,2015, 10th November,2015, 15th February,2016 and 30th March, 2016

b. Director''s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited Annual Financial Statements of the Company for the year ended 31st March, 2016, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the year ended 31stMarch 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2016, and of the Profit of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. Committees:

(I) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. A. Arumugham, Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. A. R. Mundra, Executive Director- Finance

4. Mr. John Mathew, Independent Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and with Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

(II) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Naseer Ahmed,Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. A. Arumugham, Independent Director

4. Mr. John Mathew, Independent Director

The Board, on recommendation of the Nomination and Remuneration Committee, has approved a policy setting out the criteria for review of responsibilities of the Directors positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Act.

(III) Stakeholders Relationship Committee:

The Stakeholder Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

The composition of the committee is as under:

1. Mr. Janardhan Agrawal, Chairman

2. Mr. Prashant Agrawal, Managing Director

3. Mr. A.R. Mundra, Executive Director- Finance

The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

d. Policies:

(I) Vigil Mechanism Policy:

In compliance of the requirements of section 177 of the companies Act, 2013, Securities Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and as measure of good Corporate Governance practice, the Board has formulated a Vigil Mechanism Policy. The policy comprehensively provides an opportunity for any employee/ Director of the Company to raise any issue concerning breaches, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy is a adequate safeguard against victimization.

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. and the same is also hosted on the website of the Company.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

(III) Corporate Social Responsibility Policy:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Suresh Vishwasrao - Independent Director (Chairman)

2. Mr. A. Arumugham- Independent Director

3. Mr. A. R. Mundra - Executive Director

The Company has drafted the Corporate Social Responsibility Policy which may be accessed on the website of the Company i.e. www.bombayrayon.com.

As there is net average loss incurred by the Company during the three preceding financial years the company has not spent any amount towards Corporate Social Responsibility activities.

(IV) POLICES AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per requirements of provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company has adopted the following policies:

- Policy for Preservation of Documents. (Regulation 9)

- Policy for determination and Disclosure of material Events. (Regulation 30 (4) (ii))

- Archival Policy, ( Regulation 30 (8)

- Policy on Material Related Party Transactions. (Regulation 23)

e. Annual Evaluation of Directors, Committee and Board:

Independent Directors had reviewed the performance of the Chairman and Executive Directors considering the performance of the Company during the financial year 2015-16. The Board of Directors in their meeting has reviewed the contribution made by each Independent Director by way of their timely advice for better corporate governance and compliances under the provisions of the laws as applicable to the Company. There is no change in the remuneration payable to the Directors for next financial year 2016-17. No commission is proposed to be paid to the Chairman or any of the Directors of the Company for financial year 2015-16.

f. Details with respect to the Programme for Familiarization of Independent Directors:

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company. (i.e.www.bombayrayon.com)

g. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

8. Particulars of Employees and Related Disclosures:

Pursuant to the Provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure II and are also available at the Registered Office of Company for inspection during its working hours and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

9. Preferential allotment:

The shareholders of the Company at their Extra-ordinary General Meeting held on May 9, 2016 have approved the issue and allotment of 5,44,70,553 fully paid-up equity shares of the Company having face value of Rs. 10/- each, at a price of Rs. 165.88 per share, pursuant to the decision of CDR EG vide their letter dated 3rd February, 2016, to the Lenders of the Company, by converting the Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) aggregating to Rs. 9,035,576,868 in accordance with the Section 62(1)(c) and other applicable provisions of the Companies Act, 2013 and rules made there under and provisions of Chapter VII- "Preferential issue" of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009

Allotments of shares pursuant to above referred Preferential issue were made in following three tranches:

1. June 15, 2016 for allotment of 4,66,77,611 equity shares;

2. June 16, 2016 for allotment of 5,60,042 equity shares;

3. June 27, 2016 for allotment of 11,64,618 equity shares.

Post allotment the public shareholding of the Company has now been increased to 32.30% of the total paid-up share capital, in compliance with the Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which prescribes minimum public shareholding.

10. AUDITORS AND REPORTS:

a. Statutory Auditors:

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended March 31, 2016, are self-explanatory and therefore do not call for any further comments under Section 134(3) of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation and adverse remark.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. V. K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W),the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s.

V.K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W), as the Statutory Auditors of the Company for the financial year 2016-17.

Necessary resolution for re-appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

b. Secretarial Audit Report for the year ended 31stMarch, 2016:

The Board had appointed Rathi & Associates, Company Secretaries as Secretarial auditors for the financial year 201516. Secretarial Audit Report issued by Rathi & Associates in form MR-3 for the FY 2015-16 forms part of this report and marked as Annexure III.

With reference to observation about:-

(i) As regards the remuneration paid to Vice Chairman and Managing Director, the company is in the process of filing of an application with Central Government for waiver of recovery of excess remuneration.

(ii) As a result of allotment of 48,402,271 equity shares pursuant to the provisions of Chapter VII of ICDR 2009, in the month of June 2016 the public share has increased to 32.3% by which compliance with require to minimum public shareholding has been fulfilled.

(iii) The Company is in the process of appointing one more Independent Director for complying with Regulation 17(1) of listing regulation.

c. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 5thAugust, 2016, appointed M/s. K. S. Kamalakara & Company, Cost Accountants as the Cost Auditors of the Company for the financial year 2016-17 at annual audit fee of Rs. 5,00,000/-. Subject to approval of the shareholder in ensuing Annual General Meeting.

d. Internal Audit and Control:

M/s Venkatram & Co., Firm Registration No. 004656S, Chartered Accountants, Internal Auditors of the Company has carried out internal audit and the findings of the Internal Auditors in their reports are discussed regularly in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee members.

11. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

b. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. Corporate Governance and Management Discussion & Analysis Reports:

The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. is annexed vide Annexure VI and forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company M/s V. K. Beswal & Associates, Chartered Accountants,(Firm Registration Number: 101083W), confirming compliance with the conditions of Corporate Governance as stipulated in Chapter IV of Securities Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations,2015) the said company with stock exchanges, Annexure VI(A) and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Audited Financial Statement of the Company for financial year 2015-16 is also annexed herewith vide Annexure VI (B) and forms an integral part of this Annual Report.

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure VI(C) and forms an integral part of this Annual Report.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34 (Schedule V (B) of SEBI (Listing obligation and disclosure requirements) Regulations,2015 is annexed herewith vide Annexure VII and forms part of this Annual Report.

d. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2015-16:

a. Details relating to acceptance of deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

e. There was no revision of the financial statements for the year under review.

Your Directors further state that:

f. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of the subsidiary Company.

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

h. Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and date of this Annual Report.

i. There was no change in the nature of business of company during F.Y. 2015-16.

j. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2015-16.

12. CAUTIONARY STATEMENT:

Statements in the directors'' and management discussion and analysis describing the company''s objectives, projections, estimates, expectations or predication may be "forward-looking statements'' within the meaning of applicable securities laws and regulations, actual results could differ materially for those expressed or implied, important factors that could make difference to the company''s operations include raw material availability and its prices, cyclical demand and pricing in the company''s principle markets, changes in government regulations, tax regimes ,economic developments within India and the countries in which the company conducts business and other ancillary factors.

13. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Your Directors records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors

Janardhan Agrawal

Chairman

DIN: 00019497

Place: Mumbai

Date: 5th August, 2016

Registered Office Address:

D 1stFloor, Oberoi Garden Estates, Chandivali Farms,

Chandivali, Andheri (East), Mumbai - 400072

CIN:L17120MH1992PLC066880

TEL No: 91 22 39858800/51068800

Fax No : 39858700

Mail:[email protected]

Website: www.bombayrayon.com


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2015.

1. FINANCIAL AND OPERATIONAL PERFORMANCE:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

(Rs. in crores)

Particulars 31-03-15 31-03-14

Revenue from Operations 3532.67 2907.36

Profit before Interest, 602.88 451.65 Depreciation and Tax

Less: Interest 557.60 450.19

Profit before Depreciation 45.28 1.46 and Tax

Less: Depreciation 166.33 275.76

Profit / (Loss) before (121.05) (274.30) Extraordinary Items and Tax

Exceptional Items - Prior - 3.80 Period items (net)

Extra Ordinary Items

- Stock valuation difference - (258.36) written off

- Foreign Exchange Rate - (90.92) fluctuation Loss

Less: Provision for taxes 42.31 209.91 (Deferred Tax)

Profit / (Loss) after tax (78.74) (409.87)

b. Operations:

The total sales of the Company for the year increased to Rs. 3533.04 Crores. Though the exports have declined to Rs. 395.55 Crores in comparison to Rs. 473.20 Crores in 2013-14, the domestic sales was higher by 31.21% from Rs. 2285.87 Crores to Rs. 2999.32 Crores. The net loss for the year has come down to Rs. 78.74 Crores for the year in comparison to Rs. 409.87 Crores for the year 2013-14.

c. Report on Performance of Subsidiaries:

A report on the performance and financial position of each of the subsidiaries for the year ended 31st March 2015 is provided as Annexure - I and forms part of this report.

None of the Company's Subsidiaries ceased to be a subsidiary during the year under report.

Additional information on Subsidiary companies:

(i) Bombay Rayon Holdings Limited (BRHL).

BRHL holds 100% Equity of foreign subsidiaries BRFL Europe B.V., Netherlands & BRFL Italia S.r.l., Italy.

BRHL has registered a Net Profit of R 1.82 crores for the year ended March 31, 2015.

(ii) DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing products. The said subsidiary is assisting in getting many mid-size retailers of Europe by providing the services either by direct import or by import and delivery basis.

DPJ Clothing Ltd has registered loss of R 1.73 crores for the year ended March 31, 2015.

(iii) BRFL Europe B.V., Netherlands.

BRFL Europe B.V. at Netherlands curtailed its operations to save costs and most of the larger customers are directly dealt from well-established service facilities from India offices.

BRFL Europe B.V. has registered a loss of R 0.04 crores for the year ended March 31, 2015.

(iv) BRFL Italia S.r.l, Italy.

The Company owns the popular 'GURU' brand and is into the business of retailing of ready-made garments as well as other accessories in Europe.

The retail operations being not viable in the current prevailing economic scenario, are totally closed and the brand 'GURU' is put on license model for various popular products.

BRFL Italia S.r.l, Italy has registered a net loss of R 4935.26 lacs of for the year ended December 31, 2014.

(v) STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The part of manufactured yarn is used for captive consumption and balance is sold.

STI has incurred a net Loss of R 4.78 crores for the year ended March 31, 2015.

(vi) BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has not taken up any operations yet.

d. Dividend:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year ended March 31, 2015.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls 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.

3. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. None of the transactions entered in to by the Company with related party were material in nature exceeding the limit 10% of annual standalone/consolidated turnover of the company.

The particulars of contracts or arrangements with related parties are forming part of notes to Accounts in this Annual Report.

All Related party transactions are placed before the Audit Committee and subsequently before the Board for its approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature as per the policy on Materiality of and Dealing with Related Party Transactions. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company.

4. INCREASE OF BORROWING LIMITS AND LIMITS FOR PLEDGE/HYPOTHECATION/ MORTGAGE OF COMPANY'S ASSETS/PROPERTIES:

With a view to accommodate the need for long term/short term borrowings for working capital requirement for the business the Company proposes to increase its borrowing limits and consequently the limits for pledge/hypothecation/ mortgage of its assets/properties upto R 7000 crores pursuant to the provisions of Section 180(1) (a) and Section 180(1) (c) of the Companies Act, 2013 by seeking your approval by way of passing the Special Resolution at the ensuing Annual General Meeting of the Company.

5. INCREASE IN AUTHORISED CAPITAL:

In order to keep the provision for issue of new shares as may be required to meet the requirement of minimum public shareholding, it is proposed to increase Authorised Capital of the Company from the present, R 150,00,00,000 (Rupees One Hundred Fifty Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of R 10/- each to R 200,00,00,000 (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of R 10/,ranking pari passu with the existing shares in the Company

6. PAYMENT TO BANKERS AND STATUTORY AUTHORITIES:

During the year under review, there were delays in payment of dues to Bankers as well as to statutory authorities.

7. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

a. Changes in Board of Directors & Key Managerial Personnel:

I. Vacation of Office

A. Directors -

During the Financial Year 2014-2015 following nominee directors vacated the office due to withdrawal of nomination:-

(i) Mr. Mukul Sarkar with effect from 28th November, 2014 on account of withdrawal of his nomination by Export-Import Bank of India;

(ii) Mr. Babu Nambiar with effect from 30th January, 2015 on account of withdrawal of his nomination by IDBI Bank Limited.

B. Company Secretary

Ms. Shivangi Sharma was appointed as the Company Secretary & Compliance Officer of the Company with effect from 12th February, 2015, and subsequently tendered her resignation on 20th March, 2015.

II. Appointments

(i) Mr. John Mathew (DIN: 01632626), appointed as an Additional Director (Independent category) on the Board with effect from 22nd May, 2015 to hold office upto the date of ensuing Annual General Meeting;

(ii) Ms. Prachi Deshpande (DIN: 0295271) was appointed as an additional Director on the Board designated as Director - Secretarial & Corporate Affairs with effect from 1st June, 2015 to hold office upto the date of ensuing Annual General Meeting.

Ms. Prachi Deshpande was also appointed as the Company Secretary & Compliance Officer of the Company, Pursuant to the provisions of Section 203 (1) (ii) of the Companies Act, 2013.

The Company has received notices from shareholders along with requisite deposit proposing the candidature of Mr. John Mathew and Ms. Prachi Deshpande for their appointment as Directors at the ensuing Annual General Meeting.

III. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Janardhan Agrawal and Mr. A. R. Mundra will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

IV. Application to Central Government

The Company is in the process of submitting application as required pursuant to Section 197 read with Schedule V of the Companies Act, 2013 with regard to remuneration payable to Mr. Aman Agrawal & Mr. Prashant Agrawal.

b. Declaration by Independent Directors:

The Company has received and taken on record the declarations received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a- vis the Company.

8. DISCLOSURES RELATED TO BOARD,COMMITTEES AND POLICIES:

a. Board Meetings:

Four meetings of Board of Directors were convened during the financial year under review i.e. on 5th June, 2014, 30th July, 2014, 11th November, 2014, and 12th February, 2015.

b. Director's Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited Annual Financial Statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2015, and of the loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. Committees :

(I) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Clause 49(III)(A) of the Listing Agreement.

The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. A. Arumugham, Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. Naseer Ahmed, Independent Director*

4. Mr. A. R. Mundra, Executive Director- Finance

5. Mr. John Mathew, Independent Director**

* till 22nd May, 2015

** Appointed on 22nd May, 2015

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

(II) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Naseer Ahmed,Chairman, Independent Director

2. Mr. Suresh Vishwasrao, Independent Director

3. Mr. A. Arumugham, Independent Director

4. Mr. John Mathew, Independent Director*

* Appointed on 22nd May, 2015

The Board, on recommendation of the Nomination and Remuneration Committee, has approved a policy setting out the criteria for review of responsibilities of the Directors positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Act.

(III) Stakeholders Relationship Committee:

The Stakeholder Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

The composition of the committee is as under:

1. Mr. Janardhan Agrawal, Chairman

2. Mr. Prashant Agrawal, Managing Director

3. Mr. A.R. Mundra, Executive Director- Finance

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

d. Policies:

(I) Vigil Mechanism Policy:

In compliance of the requirements of section 177 of the companies Act, 2013, Clause 49 of the listing Agreement and as measure of good Corporate Governance practice, the Board has formulated a Vigil Mechanism Policy. The policy comprehensively provides an opportunity for any employee/ Director of the Company to raise any issue concerning breaches, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy is a adequate safeguard against victimization.

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. and the same is also hosted on the website of the Company.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

(III) Corporate Social Responsibility Policy:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Suresh Vishwasrao - Independent Director (Chairman)

2. Mr. A. Arumugham- Independent Director

3. Mr. A. R. Mundra - Executive Director

The Company has drafted the Corporate Social Responsibility Policy which may be accessed on the web-site of the Company i.e. www.bombayrayon.com.

Since, the Company has incurred losses in FY 2013-14 & FY 2014-15, the Company has not spent any amount towards Corporate Social Responsibility activities.

e. Annual Evaluation of Directors, Committee and Board:

Independent Directors had reviewed the performance of the Chairman and Executive Directors considering the performance of the Company during the FY 2014-15. Board of Directors in their meeting has reviewed the contribution made by each Independent Director in the performance of the Company by way of their timely advice. Due to losses for FY 2014-15 there is no change in the remuneration payable to the Directors for next FY 2015-16 neither the Chairman will receive any commission.

f. Details with Respect to the Programme for Familiarisation of Independent Directors:

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

g. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the Provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure II and are also available at the Registered Office of Company for inspection during its working hours and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

10. AUDITORS AND REPORTS:

a. Statutory Auditors:

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended March 31, 2015, are self-explanatory and therefore do not call for any further comments under Section 134(3) of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation and adverse remark.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. V.K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W),the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. V.K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W), as the Statutory Auditors of the Company for the financial year 2015-2016.

Necessary resolution for appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

b. Secretarial Audit Report for the year ended 31st March, 2015:

The Board had appointed Rathi & Associates, Company Secretaries as Secretarial auditors for the financial year 2014- 15. Secretarial Audit Report issued by Rathi & Associates in form MR-3 for the FY 2014-15 forms part of this report and marked as Annexure III.

As mentioned hereinabove in this report the Company is in the process of submitting application as required pursuant to Section 197 read with Schedule V of the Companies Act, 2013 with regard to remuneration payable to Vice Chairman & Managing Director.

The company and the promoters are in the process to take action to comply with the regulations of Securities and Exchange Board of India related to Minimum public Shareholding (MPS) to increase the public shareholding to 25%.

c. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 22nd May, 2015, appointed M/s. K. S. Kamalakara & Company, Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16 at annual audit fee of R 5,00,000/- .

d. Internal Audit and Control:

M/s Venkatram & Co., Firm Registration No. 004656S, Chartered Accountants, Internal Auditors of the Company have carried out internal audit and the findings of the Internal Auditors in their reports are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

11. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

b. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. Corporate Governace and Management Discussion & Analysis Reports:

The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Listing Agreement is annexed vide Annexure VI and forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company M/s V. K. Beswal & Associates, Chartered Accountants,(Firm Registration Number: 101083W), confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement is appended herewith vide Annexure VI(A) and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Audited Financial Statement of the Company for F. Y. 2014-15 is also annexed herewith vide Annexure VI (B) and forms an integral part of this Annual Report.

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure VI(C) and forms an integral part of this Annual Report.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Clause 49 of the Listing Agreement, is annexed herewith vide Annexure VII and forms part of this Annual Report.

d. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2014-15:

a. Details relating to acceptance of deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

e. There was no revision of the financial statements for the year under review.

f. During the financial year company has neither provided any loans and guarantees nor made any investments.

Your Directors further state that:

g. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of the subsidiary Company.

h. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

i. Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this Annual Report.

j. There was no change in the nature of business of company during F. Y. 2014-15.

k. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2014-15.

12. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Your Directors records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors

Janardhan Agrawal

Chairman

DIN:00019497

Place: Mumbai

Date: August 14, 2015

Registered Office Address:

D 1st Floor, Oberoi Garden Estates, Chandivali Farms,

Chandivali, Andheri (East), Mumbai - 400072

CIN:L17120MH1992PLC066880

TEL No: 91 22 39858800

Fax No : 39858700

Mail:[email protected]

Website: www.bombayrayon.com


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Report on the operations of the Company together with the Annual Audited Accounts for the financial year ended March 31, 2014.

(Rs. in crores) Particulars March31 March 31 2014 2014

Revenue from Operations 2907.36 3194.79

Profit before Interest, 451.65 820.95

Depreciation and Tax

Less: Interest 450.19 239.81

Profit before Depreciation 1.46 581.14

and Tax

Less: Depreciation 275.76 271.22

Profit / (Loss) before (274.30) 309.92

Extraordinary Items and

Tax

Less: Excess Provision for - (13.94)

FBT written back

Exceptional Items - Prior 3.80 - Period items (net)

Extra Ordinary Items

- Stock valuation difference (258.36) - written off

- Foreign Exchange Rate (90.92) - fluctuation Loss

Less: Provision for taxes 209.91 (107.22) (Deferred Tax)

Profit / (Loss) after tax (409.87) 188.76

EPS(Rs.) - Basic - 14.02

EPS(Rs.) - Diluted - 14.02

During the year under review, the Company''s debts availed from the Banks/ financial institutions were restructured due to which flow of orders from overseas customers slowed down as the customers were awaiting the status of the Company post implementation of debt restructuring package by the bankers. On account of the same, export sales of the Company has declined substantially from Rs. 1227.17 crores in FY 2012-13 to Rs. 473.20 crores in FY 2013-14.

However though, the Company has strived to enhance the growth of its domestic sales from Rs. 1972.85 crores in FY 12-13 to Rs. 2434.16 crores in FY 13-14, resulting in an increase by almost 23%. Total revenue from operations has reduced to Rs. 2907.62 crores from Rs. 3194.79 crores in FY

2012-13. The net loss incurred for the year was Rs. 409.87 crores after Extra-ordinary items of Rs. 349.28 crores.

DIVIDEND

Considering the loss for the FY 2013-14, your Directors have decided not to recommend any dividend for the year ended 31st March, 2014.

RESTRUCTURING OF DEBTS:

Your Company has carried out various expansions since 2005 and all the expansions were completed by the FY. 2012-13. During the execution of various projects, there was huge inventory generated which was required to put at its realizable value. The Management of the Company carried out extensive exercise for valuation of its inventories in the first quarter of FY 2013-14 and an amount of Rs. 258.36 crores was written off as valuation difference. Further, in the same quarter Rs. 90.92 crores was also written off being loss on exchange fluctuation on outstanding working capital limits under foreign currency.

In addition to losses incurred in the first quarter of the financial year, there were other factors which have adversely impacted the profitability and cash flows of the Company like:

- Slowdown in European and US Markets

- Large Scale Expansion

- Advances to Subsidiaries

- Redemption of Commercial Papers

- Delay in receipt of TUFS subsidy and other refunds

- Increase in debt and Financing Cost

resulting in delay in fulfilling the commitment with lenders. On account of the same, the Company approached the lenders and they had referred their total debt of around Rs. 4000 crores to the Corporate Debt Restructuring (CDR) Cell. The CDR Empowered Group formally accepted the Company''s proposal on September 26, 2013. Under the regulatory frame work of the Reserve Bank of India (RBI), the CDR forum caters to an official platform for both the lenders and borrowers to amicably and collectively evolve policies for working out debt restructuring plans. The broad contours of this restructuring exercise involves restructuring of repayment schedule for term loans under Technology Upgradation Funds Scheme (TUFS) and Non -TUFS Term Loans, reduction in interest rates, additional facilities in the form of Working Capital Term Loan (WCTL) & Funded Interest Term Loan (FITL) and reduction in interest rate. This debt restructuring will provide the company with breathing space to work on improving operational margins.

DIRECTORS:

Dr. B. S. Bhesania and Dr. S. B. Agarwal have stepped down from the Company''s Board w.e.f August 12, 2013 and August 22, 2013 respectively. Mr. UdayMogre has resigned as Whole - time Director designated as Executive Director - Corporate

w.e.f December 31, 2013. The Board places on record their appreciation for the valuable guidance and services rendered by the three Directors.

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, the Company seeks your approval for appointment of Mr. Naseer Ahmed, Mr. Suresh Vishwasrao, Mr. M. M. Agrawal and Mr. A. Arumugham as Independent Directors for the period upto March 31, 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members proposing the appointment of Mr. Naseer Ahmed, Mr. Suresh Vishwasrao, Mr. M. M. Agrawal and Mr. A. Arumugham as Independent Directors of the Company together with requisite deposit.

The Company has also received the requisite disclosures from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with Stock Exchanges.

Mr. Aman Agrawal and Mr. Prashant Agrawal retire by rotation at the ensuing Annual General Meeting, and being eligible, have offered themselves for re-appointment.

The information to shareholders pursuant to the applicable provisions of the Companies Act, 2013 read with Clause 49 of the Listing Agreement of all the above mentioned Directors is annexed hereto and forms part of this Annual Report.

INCREASE OF BORROWING LIMITS AND LIMITS PERTAINING TO PLEDGE/HYPOTHECATION OF COMPANY''S ASSETS:

On account of Corporate Debt Restructuring, the Company increased its borrowing powers and the limits pertaining to pledge/hypothecation of its assets upto v5500 crores pursuant to the provisions of Section 180(1) (a) and Section 180(1)(c) of the Companies Act, 2013 by seeking your approval by way of passing of Special Resolution at the Extra-ordinary General Meeting held on 30th September, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That they have selected such accounting policies in consultation with Statutory Auditors and other experts 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 viz March 31, 2014 and of the Loss of the Company for that year.

3. That they have taken proper and sufficient care to the best of their knowledge and ability 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.

4. That they have prepared the attached Statement of Accounts for the year ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges along with a certificate from M/s. V. K. Beswal & Associates, Chartered Accountants, (Firm Registration Number: 101083W), Statutory Auditors confirming compliance is set out in the annexure forming part of this Report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this Report.

AUDITORS:

The Statutory Auditors of the Company, M/s V. K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W) shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s V. K. Beswal & Associates, Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment, if made, would be in conformity with the provisions of Section 139(1) of Companies Act, 2013.

AUDITORS'' REPORT:

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended March 31, 2014, are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and the other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to Section 219(1)(b) (iv) of the said Act, 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 particulars may write to the Company Secretary at the registered office of the Company.

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

The particulars as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in annexure to this report.

PUBLIC DEPOSITS:

The Company has not accepted any amount falling within the purview of "Public Deposit" as per the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

SUBSIDIARY COMPANIES:

(i) Bombay Rayon Holdings Limited (BRHL).

BRHL holds 100% Equity of foreign subsidiaries, BRFL Europe B.V., Netherlands & BRFL Italia S.r.l., Italy.

BRHL has registered a Net Profit of v 2.74 crores for the year ended March 31, 2014.

(ii) DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing products. The said subsidiary is assisting in getting many mid-size retailers of Europe by providing the services either by direct import or by import and delivery basis.

DPJ Clothing Ltd has registered loss of GBP 330,903 for the year ended March 31, 2014.

(iii) BRFL Europe B.V., Netherlands.

BRFL Europe B.V. at Netherlands curtailed its operations to save costs and most of the larger customers are directly dealt from well established service facilities from India offices.

BRFL Europe B.V. has registered a loss of Euro 5.418 for the year ended March 31, 2014.

(iv) BRFL Italia S.r.l, Italy.

The Company owns the popular ''GURU'' brand and is into the business of retailing of ready-made garments as well as other accessories in Europe.

The retail operations being not viable in the current prevailing economic scenario are totally closed and the brand ''GURU'' is put on license model for various popular products.

BRFL Italia S.r.l, Italy has registered a net loss of Euro 8.284 thousand for the year ended December 31, 2013.

(v) STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The part of manufactured yarn is used for captive consumption and balance is sold.

STI has incurred a net Loss of v 6.67 crores for the year ended March 31, 2014.

(vi) BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has not taken up any operations yet.

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet & Profit and Loss Account of the subsidiary companies are not attached. However, the financial information of the Subsidiary Company is disclosed in the Annual Report in compliance with the said circular.

ACKNOWLEDGEMENTS:

YourDirectors wishes to express its sincere appreciation and thanks to our Bankers, Regulatory authorities, State Government and Central Government, Customers, Suppliers and other stakeholders for their consistent support and cooperation.

Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board

Janardhan Agrawal Chairman

Place: Mumbai Date: July 30, 2014


Mar 31, 2013

Dear Shareholders,

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

(Rs. in crores)

Particulars 31st March, 2013 31st March, 2012

Sales 3194.79 2734.96

Profit before Interest, 820.95 713.12 Depreciation and Tax

Less: Interest 239.81 188.25

Profit before Depreciation 581.14 524.87 and Tax

Less: Depreciation 271.22 217.23

Profit before Extraordinary 309.92 307.64 Items and Tax

Less: Excess/(Short) (13.94) 0.11 Provision for FBT written back

Less: Provision for taxes 107.22 101.24 (including deferred)

Profit after tax 188.76 206.51

- Basic 14.02 15.50

- Diluted 14.02 14.67

During the year under review, all the ongoing projects of the Company have fully commenced and have started commercial operations. The revenue from operations has increased to Rs. 3194.79 Crores from Rs. 2734.96 Crores in previous year. An increase in revenue is mainly due to jump in fabric sale in local markets, by 36% as compared to previous year.

DIVIDEND

With a view to conserve the resources for the Company''s business operations, your directors have deemed it prudent not to recommend any dividend for the year ended 31st March, 2013.

CONSOLIDATION OF BUSINESS:

In the past years the company has set up additional manufacturing facilitates at various locations in the State of Maharashtra and Karnataka. During the year under review the Company had focused in consolidating the business operations at various locations to get the optimum advantage of the set up facilities.

DIRECTORS:

During the period under review, Dr. Pravin P Shah Independent director of the board had passed away on 4th December, 2012. The Board expresses its deep condolence on the sudden demise of Dr. Pravin R Shah.

Dr. S. B. Agarwal and Dr. B. S. Bhesania stepped down from the Company''s Board with effect from 12th August, 2013 and 22nd August, 2013 respectively.

Further, in accordance with the provisions of Section 255 read with Section 266 the Companies Act, 1956 and the Company''s Articles of Association, Mr. Janardhan Agrawal, Mr. Naseer Ahmed, and Mr. A. R. Mundra Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Furthermore, the tenure of Mr. Aman Agrawal as the Whole- time Director, designated as Vice Chairman, Mr. Prashant Agrawal as the Managing Director, Mr. Uday Mogre as the Whole-time Director, designated as Executive Director - Corporate and Mr. A. R. Mundra as the Whole-time Director, designated as Executive Director - Finance expired on 31st May, 2013. The Board recommends their respective re-appointment a further tenure of three years commencing from 1st June, 2013.

Also, Mr. AArumugham and Mr. Babu Nambiar were inducted on the Company''s Board with effect from 22nd August, 2013.

The information to shareholders pursuant to Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, names of Companies in which all the above mentioned Directors are interested respectively etc. forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

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

2. that they have selected such accounting policies in consultation with Statutory Auditors and other Experts 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 viz 31st March, 2013 and of the Profit of the Company for that year.

3. that they have taken proper and sufficient care to the best of their knowledge and ability 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.

4. that they have prepared the attached Statement of Accounts for the year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A report on the Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges along with a certificate from M/s. V. K. Beswal & Associates, Chartered Accountants, Statutory Auditors confirming compliance is set out in the annexure forming part of this Report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this Report.

AUDITORS:

The Statutory Auditors of the Company, M/s V. K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W) shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s V. K. Beswal & Associates, Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate from that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

AUDITORS'' REPORT:

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended 31st March, 2013, are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and the other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to section 219 (1) (b) (iv) of the said Act, Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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

The particulars as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in annexure to this report.

PUBLIC DEPOSITS:

The Company has not accepted any amount falling with the purview of "Public Deposit" as per the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES:

(i) Bombay Rayon Holdings Limited (BRHL).

BRHL holds 100% equity of foreign subsidiaries BRFL Europe B.V., Netherlands & BRFL Italia S.r.l., Italy.

BRHL has registered a net profit of f 2.41 Crores for the year ended 31st March, 2013.

(ii) DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing Products. The said subsidiary is assisting in getting many mid size retailers of Europe by providing the services either by direct import or by import and delivery basis. Your Company continued to reap benefits in expanding its business in Europe.

DPJ Clothing Ltd has registered loss of GBP 293,383 for the year ended 31st March, 2013.

(iii) BRFL Europe B.V., Netherlands.

BRFL Europe B.V. at Netherlands curtailed its operations to save costs and most of the larger customers are directly dealt from well established service facilities from India offices.

BRFL Europe B.V. has registered a loss of Euro 4,465 for the year ended 31st March, 2013.

(iv) BRFL Italia S.r.l, Italy.

The Company owns the popular ''GURU'' brand and is into the business of retailing of ready-made garments as well as other accessories in Europe.

The economic environment in that part of world is gloomy and to keep the business operations fit, the activities are being restructured, putting the license model for the brand at place for various modals.

BRFL Italia S.r.l, Italy has registered a net loss of Euro 7.267 thousand for the period ended 31st December, 2012.

(V) STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The part of manufactured yarn is used for in-house consumption and balance is sold.

STI has registered a net Loss of Rs. 9.33 Crores ended 31st March, 2013.

(vi) BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has been incorporated for activities in Bangladesh, but operations presently not commenced due to unfavorable business environments.

The Company has availed exemption pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs; from attaching the Annual Accounts of its subsidiaries vide its Board''s approval on 22nd August, 2013. The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the Company and its Subsidiaries.

ACKNOWLEDGEMENTS:

Your Directors express sincere appreciations for the co-operation and support from our Regulatory Authorities, Shareholders, Bankers, Suppliers, Customers, and other Stakeholders. We look forward to receiving their continued support and encouragement.

The Board of Directors expresses its gratitude and records its sincere appreciation of the dedicated efforts and commitment of all the employees.

For and on behalf of the Board

Place: Mumbai Janardhan Agrawal

Date: 22nd August, 2013 Chairman


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting their Report on the operations of the Company together with the Audited Accounts for the financial year ended March 31, 2012.

(Rs. in crores)

Particulars As at March As at March 31,2012 31,2011

Sales 2734.96 2254.84

Profit before Interest, 746.40 564.36 Depreciation and Tax

Less: Interest 221.53 145.21

Proft before Depreciation 524.87 419.15 and Tax

Less: Depreciation 217.23 136.67

Profit before Extraordinary 307.64 282.48 Items and Tax

Less: Excess Provision for -0.11 - FBT written back

Profit Before Tax 307.75 282.48

Less: Provision for taxes (101.24) 55.78 (including deferred)

Profit after tax 206.51 226.69

Basic 15.50 19.06

Diluted 14.67 17.70

Your Company has achieved commencement of yarn dyeing & fabric weaving facilities at Tarapur and weaving at Islampur in Maharashtra during the FY 2011-12. The total turnover has increased to Rs. 2734.96 crores as compared to Rs. 2254.84 crores in the previous year. Exports were higher at Rs. 1323.11 crores as against Rs. 1110.70 crores previous year an increase of 19%.

The operating margins were improved but the net profit was under stress due to increased financial costs and depreciations because of expansion pans and higher interest rates.

DIVIDEND

With a view to conserve the resources for the Companys business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended March 31, 2012.

BUSINESS DEVLOPMENT:

1. Completion of expansion of manufacturing facilities:

The Directors are pleased to inform that during the year under review, your Company has successfully commenced the commercial production of its last phase of expansion projects of yarn dyeing at Tarapur & weaving at Islampur & Tarapur and consequently completing the all ongoing expansion projects.

The cost of the expansion project was funded partly by equity capital already raised and the balance by way of term loans under Technology Upgradation Fund Scheme (TUFs) entitling the Company an interest subsidy of 5% and in addition capital subsidy of 10% on the total investment in Processing & Garment Machineries.

2. Changes in Share Capital and Shareholding Pattern:

(i) Changes in Share Capital

During the year under review your company has allotted - 42.00.000 equity shares to Reynold Shirting Limited, a promoter group company on exercise of option for conversion of warrants into equal number of equity shares at an exercise price of Rs. 193/- per share.

25.00.000 equity shares to B. R. Machine Tools Private Limited, a promoter group company on exercise of option for conversion of warrants into equal number of equity shares at an exercise price of Rs. 263/- per share.

Consequent to conversion the paid up capital of the Company increased from Rs. 127.90 crores consisting of 12,79,00,000 equity shares of Rs. 10/- each to Rs. 134.60 crores consisting of 13,46,00,000 equity shares of Rs. 10/- each.

(ii) Changes in Shareholding Pattern

During the year under review on of the shareholder of the Company, AAA United B. V, a Company incorporated under the Laws of Netherlands (AAA) has opted for conversion of 3,30,00,000 Global Depository Receipts (GDRs) into equal number of equity shares which triggered an open offer to the existing shareholders. On the closure of open offer an Indian company, Ashwell Holding Company Pvt. Ltd. has acquired 2,84,20,000 equity shares, making the shareholding of promoters and persons acting in concert at 93.15% of the total paid up capital of the company.

DIRECTORS:

Mr. Mukul Sarkar, a Nominee Director has been appointed by Export Import Bank of India on June 26, 2011 in place of Mr. K. Muthukumaran.

In accordance with the provisions of Section 255 read with Section 266 the Companies Act, 1956 and the Companys Articles of Association, Mr. Suresh Vishwasrao, Mr. Uday Mogre and Mr. M. M. Agrawal, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The information to shareholders pursuant to Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, names of Companies in which Mr. Suresh Vishwasrao, Mr. Uday Mogre and Mr. M. M. Agrawal ,are Directors respectively is forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

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

2. that they have selected such accounting policies in consultation with Statutory Auditors and other Experts 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 viz March 31, 2012 and of the Profit of the Company for that year.

3. that they have taken proper and sufficient care to the best of their knowledge and ability 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.

4. that they have prepared the attached Statement of Accounts for the year ended March 31, 2012 on a going concern basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A report on the Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges along with a certificate from M/s. V. K. Beswal & Associates, Chartered Accountants, Statutory Auditors confirming compliance is set out in the annexure forming part of this Report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this Report

AUDITORS:

The Statutory Auditors of the Company, M/s V. K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101083W) shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s V. K. Beswal & Associates, Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate from that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

AUDITORS REPORT:

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended March 31, 2012, are self- explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and the other particulars of the employees are set out in the annexure to the Directors Report. Having regard to section 219 (1) (b) (iv) of the said Act, Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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

The particulars as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in annexure to this report.

DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2012, 99.97% of the Equity Shares of the Company were in dematerialized form.

CONVERSION OF GDRS/WARRANTS AND OTHER MAJOR CORPORATE ACTIVITY DURING THE YEAR SUBSIDIARY COMPANIES:

(i) Bombay Rayon Holdings Limited (BRHL).

BRHL holds 100% equity of foreign subsidiaries BRFL Europe B.V., Netherlands & BRFL Italia S.r.l., Italy.

BRHL has registered a net profit of Rs. 2.28 crores for the year ended March 31, 2012.

(ii) DPJ Clothing Limited, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing Products. The said subsidiary is assisting in getting many mid size retailers of Europe by providing the services either by direct import or by import and delivery basis. Your Company continued to reap benefits in expanding its business in Europe.

DPJ Clothing Ltd has registered loss of GBP 221,000 for the year ended March 31, 2012.

(iii) BRFL Europe B.V., Netherlands.

BRFL Europe B.V. at Netherlands curtailed its operations to save costs and most of the larger customers are directly dealt from well established service facilities from India offices.

BRFL Europe B.V. has registered a loss of Euro 10,716 for the year ended March 31, 2012.

(iv) BRFL Italia S.r.l, Italy.

The Company owns the popular GURU brand and is into the business of retailing of readymade garments as well as other accessories in Europe.

The economic environment in that part of world is gloomy and to keep the business operations fit, the activities are restructured.

BRFL Italia S.r.l, Italy has registered a net loss of Euro 6.09 million for the year ended March 31, 2012.

(v) STI India Limited (STI).

The Company is running the unit of STI on job work basis for the manufacturing of yarn and knitted fabric. The part of manufactured yarn is used for in-house consumption and balance is sold.

STI has registered a net profit of Rs. 15.18 lacs ended March 31, 2012.

(vi) BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has been incorporated but operations yet to commence.

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, 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 and the Subsidiaries who may be interested in obtaining the same.

The necessary disclosures are made in respect of the subsidiaries in this Annual Report alongwith the statement pursuant to Section 212 of the Companies Act, 1956.

Ds required by Section 212 of the Companies Act, 1956, the Statement of holding in subsidiaries and Consolidated Accounts pursuant to Accounting Standard (AS 21) issued by the Institute of Chartered Accountant of India, including the financial accounts of the subsidiary companies are forming part of the Annual Report. 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.

ACKNOWLEDGEMENTS:

Your Directors express sincere appreciations for the co- operation and support from our Bankers, Securities and Exchange Board of India ("SEBI"), Stock Exchanges and other Regulatory authorities, State Government and Central Government and above all, our Customers.

We look forward to receiving their continued support and encouragement.

The Board of Directors express its gratitude and record its sincere appreciation of the dedicated efforts and commitment of all the employees. The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board

Place: Mumbai Janardan Agrawal

Date: July 06, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors have great pleasure to present their Report together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS AND OPERATIONS:

(Rs. in Lacs)

31-03-2011 31-03-2010

Sales 225483.63 161476.59

Profit before Interest, Depreciation and Tax 56435.48 40317.86

Less: Interest 14520.64 9354.37

Profit before Depreciation and Tax 41914.84 30963.49

Less: Depreciation 13667.05 6806.53

Profit before Tax 28247.79 24156.96

Less: Provision for Taxes (including Deferred) 5577.89 6565.05

Profit after Tax 22669.90 17591.91

Add: - Balance brought forward 44493.67 29765.52

- Profit available for appropriations 67163.57 47357.43

APPROPRIATIONS:

Less: - Transfer to General Reserve 1200.00 900.00

- Proposed Dividend 1981.50 1678.50

- Corporate Dividend Tax 329.10 285.26

- Balance Carried forward 63652.97 44493.67

Eps(Rs.)

- Basic 19.06 18.90

- Diluted 17.70 187.59

Your Company has achieved commencement of its largest fabric processing plant at Tarapur and other facilities during the FY 2010-11. The production is gearing up resulting into increase in topline by 8.63% and PAT by 5.41%

During the year under review, the export turnover has increased to Rs. 109465.00 lacs as compared to Rs. 100410.21 lacs of the previous year.

DIVIDEND:

Your Directors recommend a dividend of Rs. 1.50/- per Equity Share (15%) aggregating to Rs. 2310.60 lacs (including Corporate Dividend Tax) for the financial year 2010-11, subject to the approval of the members at the ensuing Annual General Meeting.

The dividend pay out as proposed is in accordance with the Company's policy to pay sustainable dividend linked to the long term performance, keeping in view the capital needs for the Company's growth plans and the intent to optimal financing of such plans through internal accruals.

SHARE CAPITAL:

During the year, the Authorised Share Capital of the Company has increased from Rs. 1200000000 consisting of 12,00,00,000 equity shares of Rs. 10 /- each to Rs. 1500000000 consisting of 15,00,00,000 equity shares of Rs. 10/-each.

Your Company has raised equity by -

(i) Issue of 1,60,00,000 Global Depository Receipts (GDR) representing equivalent number of underlying equity shares at the rate of US $ 6.60 per GDR (Rs. 292.69/- per GDR of face value of Rs. 10/-) to the persons resident outside India raising an aggregate of US $ 105.600 million ( Rs. 46,830.72 lacs). Pursuant to aforesaid, the Company's GDRs have been listed on the Singapore Stock Exchange with effect from October 27, 2010.

(ii) Issue and allotment of 1,00,00,000 Optionally Convertible Warrants, each warrant convertible into one equity share at the rate of Rs. 263/- per share (face value of Rs. 10/-) to B R Machine Tools Private Limited, an entity belonging to the promoter/ promoter group of the Company.

BUSINESS DEVLOPMENT:

1. Expansion of Yarn Dyeing, Weaving, Processing & Garmenting capacities:

During the year under review, your Company has successfully commenced the commercial production of its expansion project:

- Under Phase V consisting of manufacturing facilities of Processing, Knit Processing at Tarapur and setting up of balancing machineries for increasing efficiency of garmenting at Bangalore.

- Under Phase VA consisting of Yarn Dyeing at Tarapur.

The fabric weaving facilities are under erection and likely to be operational by the second quarter of FY 2011 -12

Facilities Contemplated increase Location Phase

Weaving 380 Looms Islampur V

Weaving 356 Looms Tarapur VA

The cost of the project is funded partly by equity capital already raised and the balance by way of term loans under Technology Upgradation Fund Scheme (TUFs) entitling the Company an interest subsidy of 5% and in addition capital subsidy of 10% on :he total investment in Processing & Garment Machineries.

2. Cotton Yam Spinning: (Backward Integration of Business):

During the year, your Company acquired 70.56% stake in Indore based Textile Company STI India Limited (STI), by acquiring the Equity Shares and Optionally Convertible Debentures alongwith underlying securities from the Overseas Private Investors for the total consideration of Rs. 70 crores. The said acquisition had triggered Open Offer to the existing shareholders of STI. Your Company has acquired 2,13,79,722 equity shares in the Open Offer raising the holding to 73.72% equity stake in STI. The equity shares of STI are listed on the BSE and the NSE.

STI has the business of manufacturing Cotton Yarn and Cotton knitted Fabrics and with a set up of 68,016 spindles and 16 knitting machines. The plant has been operating at high capacity utilization. This acquisition has helped the Company to complete the value chain from spinning to garmenting.

3. Setting up of Subsidiary in Bangladesh:

In FY 2009-10, your Company has set up a liaison office in Bangladesh to have added capabilities for more Garment business in International Market. To expand the operations further, during the current financial year your Company has incorporated it's wholly-owned subsidiary in the name of BRFL Bangladesh Private Limited with the paid - up capital of Tk 1,00,000 / -. (approxRs. 61, 240/-)

DIRECTORS:

Mr. A. Arumugham resigned as a Director of the Company with the effect from February 9, 2011. The Directors place on record their appreciation for the contributions made by Mr. A. Arumugham during his tenure.

Mr. M. M. Agrawal was appointed as an additional director during the year. Mr. M. M. Agrawal is B.E. & CAIIB - Part 1 and adviser to Axis Bank Ltd. At present he worked at various positions with AXIS Bank Ltd. and retired as Deputy Managing Director. He has earlier worked as Chief Manager - Credit in State Bank of Bikaner & Jaipur. His areas of interest are private equity, strategy, Corporate Governance, Corporate Finance & Corporate Social Responsibilities.

His experience would be of immense benefit to your Company and adds a valuable perspective in the Board of Directors. Mr. M. M. Agrawal holds the office till the date of the ensuing Annual General Meeting (AGM) of the Company. The Company has received a notice from a member of the Company proposing his candidature for appointment as a Director.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Janardan Agrawal, Mr. Naseer Ahmed and Mr. A. R. Mundra, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE:

A report on the Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges along with a certificate from the Statutory Auditors confirming compliance is set out in the annexure forming part of this Report along with a separate annexure giving the details of the Management Discussion and Analysis.

AUDITORS:

M/s V. K. Beswal & Associates, Chartered Accountants, having Firm Registration Number 101083W, the Statutory Auditors of the Company shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolution in this regard is proposed at the forthcoming Annual General Meeting.

AUDITORS' REPORT:

There are no specific observation in the Auditors' Report requiring further comments under section 217 (3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have selected such accounting policies in consultation with Statutory Auditors and other Experts 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 viz March 31, 2011 and of the Profit of the Company for that year.

3. They have taken proper and sufficient care to the best of their knowledge and ability 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.

4. They have prepared the attached Statement of Accounts for the year ended March 31, 2011 on a going concern basis.

PARTICULARS OF EMPLOYEES:

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and the other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to section 219 (1) (b) (iv) of the said Act, Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled therto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO;

The particulars as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in annexure to this report.

SUBSIDIARY COMPANIES:

(i) Bombay Rayon Holdings Limited (BRHL).

BRHL holds 100% equity of foreign subsidiaries BRFL Europe B.V., Netherlands & BRFL Italia S.r.L, Italy. BRHL has registered a net profit of Rs. 92.07 lacs for the year ended March 31, 2011.

(ii) DPJ Clothing Ltd, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing Products. The said subsidiary is assisting in getting many mid size retailers of Europe by providing the services either by direct import or by import and delivery basis. Your Company continued to reap benefits in expanding its business in Europe.

DPJ Clothing Ltd has registered a net profit of Rs. 199.61 lacs for the year ended March 31, 2011.

(iii) BRFL Europe B.V., Netherlands.

BRFL Europe B.V at Netherlands continued to play an important role for canvassing the business, services to customers on products and designs.

BRFL Europe B.V. has registered a loss of Rs. 49.95 lacs for the year ended March 31, 2011.

(iv) BRFL Italia S.r.l, Italy.

The Company owns the popular 'GURU' brand and is into the business of retailing of readymade garments as well as other accessories in Europe.

BRFL Italia S.r.l, Italy has registered a net loss of Rs. 4455.11 lacs for the year ended March 31, 2011.

(v) STI India Limited (STI).

After acquiring majority stake in STI, your Company has run the business for 4 months and for the year ended March 31, 2011, STI has registered a net profit of Rs. 1690.66 lacs ended March 31, 2011.

(vi) BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has been incorporated but operations yet to commence.

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, 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 aiy member of the Company who may be interested in obtaining the same.

The necessary disclosures are made in respect of the subsidiaries in this Annual Report alongwith the statement pursuant to Section 212 of the Companies Act, 1956.

As required by Section 212 of the Companies Act, 1956, the Statement of holding in subsidiaries and Consolidated Accounts pursuant to Accounting Standard (AS 21) issued by the Institute of Chartered Accountant of India, including the financial accounts of the subsidiary companies are forming part of the Annual Report. 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.

ACKNOWLEDGEMENTS:

Your Directors express sincere appreciations for the co-operation and support from our Bankers, Securities and Exchange Board of Indi a ("SEBI"), Stock Exchanges and other Regulatory authorities, State Government and Central Government and above all our Customer;. We look forward to receiving their continued support and encouragement.

The Board of Directors express its gratitude and record its sincere appreciation of the dedicated efforts and commitment of all the employees. The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board

Place: Mumbai Janardan Agrawal

Date: June 04, 2011 Chairman


Mar 31, 2010

The Directors have great pleasure to present their Report together with the Audited Accounts for the year ended March 31, 2010.

Financial Results: (Rs. 000)

31-03-2010 31-03-2009

Sales 161476.59 134240.03

Profit before Interest, Depreciation and Tax 40317.86 32607.41

Less: Interest 9354.37 6596.29

Profit before Depreciation and Tax 30963.49 26011.12

Less: Depreciation 6806.53 4477.47

Profit before Tax 24156.96 21533.65

Less: Provision for Taxes (including Deferred) 6565.05 6683.81

Profit after Tax 17591.91 14849.84

Add: - Balance brought forward 29765.52 16747.16

- Profit available for appropriations 47357.43 31597.00

APPROPRIATIONS:

Add: - Transfer on Amalgamation - 604.11 Less: - Transfer to General Reserve 900.00 800.00

- Additional provision for dividend - 91.50

- Corporate Dividend Tax on Additional Dividend - 15.55

- Proposed Dividend 1678.50 1306.50

- Corporate Dividend Tax 285.26 222.04

- Balance Carried forward 44493.67 29765.52 EPS (Rs.)

-Basic 18.90 21.89

-Diluted 18.59 17.30

Result of Operations

During the year under review, your Company has recorded the turnover of Rs. 161476.59 lacs against Rs. 134240.03 lacs in the previous year, an increase of 1.20 times. The export turnover had a quantum jump to Rs. 100410.21 lacs from R. 87369.43 lacs. The Profit After Tax (PAT) for the year increased from Rs. 14849.84 lacs to Rs. 17591.91 lacs, a growth of 1.18 times over the previous financial year.

Dividend

Your Directors recommend a dividend of Rs. 1.50 per Equity Share (15%) aggregating to Rs. 19,63,76,108/- (including Corporate

Dividend Tax) for the financial year 2009-10, subject to the approval of the members at the ensuing Annual General Meeting.

The dividend pay out as proposed is in accordance with the Companys policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Companys growth plans and the intent to optimal financing of such plans through internal accruals.

Share Capital

During the financial year under review, the Company raised equity funds by various modes as mentioned hereinbelow:

i) Issue of Equity Shares on preferential basis :

Your Company has made an allotment of 1,80,00,000 Equity Shares of Rs. 10/- each at a premium of 1175/- each aggregating to Rs. 333 crores, on preferential allotment basis to AAA United B.V., a Company incorporated under the laws of The Netherlands. The said investor is a wholly owned subsidiary of Aktieselskabet af 1/8 2004, a company constituted under the laws of Denmark which is primarily engaged in the business of trade & investment and has a direct and/ or indirect stake in several companies including in Bestseller A/S, which are primarily engaged in the business of designing, developing, selling and marketing of clothing products.

ii) Issue of Warrants and conversion thereof

Your Company has made an allotment of 1,00,00,000 Optionally Convertible Warrants at the rate of Rs. 193/- per share to Reynold Shirting Limited, an entity belonging to promoter/ promoter group of the Company. Pursuant to the option for conversion of equity shares exercised by the aforesaid promoter group entity, the Company has allotted 58,00,000 Equity Shares in first tranche.

iii) Issue of Global Depository Receipts (GDR)

Your Company has raised an aggregate of US $ 97.09 million (equivalent to Rs. 451,67,72,210/-) by issue of 1,90,00,000 Global Depository Receipts (GDRs) representing equivalent number of underlying equity shares at the rate of US $ 5.11 per GDR to the persons resident outside India. Pursuant to aforesaid, the Companys GDR have been listed on the Singapore Stock Exchange with effect from November 25, 2009.

As on March 31,2010, the paid - up capital of the Company stands increased to Rs. 111.90 crores divided into 11,19,00,000 equity shares of the face value Rs.10/- each.

Business Expansions

Expansion of Yarn Dyeing, Weaving, Processing & Garmenting capacities:

During the year under review, your Company has successfully commenced the commercial production of its Phase III & IV expansion projects of manufacturing facilities of yarn dyeing, weaving, processing & garmenting at various locations in the State of Maharashtra

Further expansion of Processing & Weaving:

After completion of all Phases till IV, the Company has undertaken the new expansion projects in Phase V for expanding its manufacturing facilities of -

Facilities Contemplated increase Location

Fabric Processing 1,40,000 mtrs per day Tarapur

Knit Processing 12 MT per day Tarapur

Weaving 380 Looms Islampur

Weaving 356 Looms Tarapur

Yarn Dyeing 25 Tons per day Tarapur

In addition, the Company has undertaken steps for import of balancing equipments of garment manufacturing for increasing the efficiency of existing facilities at Doddaballapur.

The aforesaid facilities are expected to be commissioned by fourth quarter of the current financial year.

The cost of the project shall be financed partly by equity already raised by issue of shares on preferential basis and balance by way of term loans under Technology Upgradation Fund Scheme (TUFs) entitling the company an interest subsidy of 5% and in addition capital subsidy of 10% on total investment in Processing & Garment Machineries.

Directors

Mr. K. Muthukumaran, Chief General Manager of Export - Import Bank of India (EXIM Bank) has been appointed as a Nominee Director of EXIM Bank on the Board of the Company in place of Mr. John Mathew, Chief General Manager of EXIM Bank w.e.f. October 30, 2009.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Suresh Vishwasrao, Mr. A. Arumugham and Dr. Pravin P. Shah, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Corporate Governance

A report on the Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges along with a certificate from the Statutory Auditors confirming compliance is set out in the annexure forming part of this Report along with a separate annexure giving the details of the Management Discussion and Analysis.

Auditors

M/s V K. Beswal & Associates, Chartered Accountants, having Firm Registration Number 101083W the Statutory Auditors of the Company shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Necessary resolution in this regard is proposed at the forthcoming Annual General Meeting.

Auditors Report

There are no specific observation in the Auditors Report requiring further comments under Section 217 (3) of the Companies Act, 1956.

Fixed Deposits

The Company has not accepted or renewed any deposit from public during the year under review.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have selected such accounting policies in consultation with Statutory Auditors and other Experts 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 viz March 31, 2010 and of the Profit of the Company for that year.

3. They have taken proper and sufficient care to the best of their knowledge and ability 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.

4. They have prepared the attached Statement of Accounts for the year ended March 31, 2010 on a going concern basis.

Particulars Of Employees

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the annual report and accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company at its Registered Office.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in annexure to this report.

Subsidiary Companies:

(i) Bombay Rayon Holdings Limited (BRHL)

BRHL holds 100% equity of BRFL Europe B.V., Netherlands & BRFL Italia S.r.l., Italy.

BRHL has registered a net loss of Rs. 62.55 lacs for the year ended March 31, 2010.

(ii) DPJ Clothing Ltd., U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing Products. The said subsidiary is assisting in getting many mid size retailers of Europe by providing the services either by direct import or by import and delivery basis. Your Company continued to reap benefits in expanding its business in Europe.

DPJ Clothing Ltd. has registered a net profit of £ 4,23,955 for the year ended March 31, 2010.

(iii) BRFL Europe B.V., Netherlands

BRFL Europe B.V. at Netherlands continued to play an important role for canvassing the business, services to customers on products and designs.

BRFL Europe B.V. has registered a net profit of € 5,75,034 for the year ended March 31, 2010.

(iv) BRFL Italia S.r.l, Italy

The Company owns the popular GURU brand and is into the business of retailing of readymade garments as well as other accessories in Europe.

BRFL Italia S.r.l, Italy has registered a net loss of € 19,54,388 for the year ended March 31, 2010.

The Government of India, Ministry of Corporate Affairs, vide its letter dated March 19, 2010 granted its approval under Section 212(8) of the Companies Act, 1956, exempting the Company from attaching the full text of the financial statements of the subsidiaries of the Company.

In accordance with the requirements of the said approval, necessary disclosures are made in respect of the subsidiaries

in this Annual Report alongwith the statement pursuant to Section 212 of the Companies Act, 1956.

Any shareholder who wishes to have a copy of the annual accounts and detailed information about the subsidiary company may write to the subsidiary company and/or the Company for the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Registered Offices of the Company and its subsidiaries.

As required by Section 212 of the Companies Act, 1956, the Statement of holding in subsidiaries and Consolidated Accounts pursuant to Accounting Standard (AS 21) issued by the Institute of Chartered Accountant of India, including the financial accounts of the subsidiary companies are forming part of the Annual Report.

Acknowledgements

Your Directors are grateful for the co-operation and support from our Bankers, Securities and Exchange Board of India ("SEBI"), Stock Exchanges and other Regulatory Authorities, State Government and Central Government and above all our Customers. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts and commitment of all the employees. The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the company.

For and on behalf of the Board

Place: Mumbai Janardan Agrawal

Date: May 18, 2010 Chairman

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