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Directors Report of Cravatex Ltd.

Mar 31, 2015

The Members of Cravatex Limited

The Directors present the audited Financial Statements of the Company including audited Balance Sheet and the Statement of Profit and Loss together with their Report for the year ended March 31, 2015.

Current Year Previous Year Rupees Rupees FINANCIAL RESULTS

Earnings before Finance Cost, Depreciation 16,17,58,766 15,96,04,155 and Taxation

Less: Finance Cost 9,54,76,644 7,52,84,776

Less: Depreciation 3,59,03,459 2,72,97,684

Profit before Taxation 3,03,78,663 5,70,21,695

Provision for Taxation:

Current Tax (65,00,000) (1,15,00,000)

MAT Credit Entilements 39,00,000 35,00,000

Deferred Tax Credit/(Debit) (49,88,769) (75,53,828)

(Short)/Excess Provision for Earlier Years — (2,78,957)

Profit after Current Taxation 2,27,89,894 4,11,88,910

Adding thereto:

Brought forward from Previous Year 1,74,63,991 3,18,56,764

Available for Appropriation 4,02,53,885 7,30,45,674

Less Appropriations:

Adjustments relating to Fixed Assets 38,70,012 —

Proposed Dividend 51,68,320 90,44,560

Tax on Proposed Dividend 10,52,322 15,37,123

Amount transferred to General Reserve 1,00,00,000 4,50,00,000

Balance in Profit and Loss Account 2,01,63,231 1,74,63,991

STATEMENT OF COMPANY AFFAIRS

The turnover of the Company for the year under review has increased from Rs.18,515 lacs to Rs.18,573 lacs, while the earning before finance cost, depreciation and taxation stood at Rs.1,618 lacs as against Rs. 1,596 lacs. The Net Profit after tax for the year was Rs.228 lacs as against Rs. 412 lacs last year. The balance in Profit and Loss account is Rs.202 lacs.

DIVIDEND

The Directors are pleased to recommend dividend of Rs.2/- per equity share (previous year Rs.3.50 per equity share) on the nominal value of Rs.10/- per equity share for the year under review, which would be tax-free in the hands of the Members. The Dividend if approved by the Members at the Annual General Meeting, will absorb Rs.51,68,320/-.

SHARECAPITAL

The paid up equity share capital as on March 31, 2015 was Rs.2,58,41,600/-. During the year under review, the Company has not issued any shares.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 1,00,00,000/- to the general reserves out of the amount available for appropriation and an amount of Rs. 2,01,63,231/- is proposed to be retained in the profit and loss account.

FIXED DEPOSITS

The Company had accepted unsecured fixed deposits from its various members under the provisions of erstwhile Section 58A of the Companies Act, 1956 and the rules made thereunder. The Company does not invite or accept any fresh deposits from its member but renews the existing unsecured deposits as and when due for renewal.

The total Unsecured Loans and Deposits stood at Rs. 2,35,25,000/- as on March 31, 2015 and there were no unclaimed deposits as on that date.

There has been no default in repayment of deposits or payment of interest thereon during the year and all deposits are in compliance with the requirements of Chapter V of the Companies Act, 2013.

INSURANCE

The fixed assets of the Company have been adequately insured.

ISO 9001 : 2008

The Company successfully conducted the Surveillance Audit for year 2014 under ISO 9001 : 2008 certification for its Fitness division.

DIRECTORS

- Mr. Rajesh Batra (DIN 00020764) is retiring by rotation and, being eligible, offer himself for re-appointment.

- Ms. Pheroza Jimmy Bilimoria (DIN 00191386) was appointed as an Additional Director of the Company by the Board of Directors with effect from September 19, 2014 in terms of Section 161(1) of the Companies Act, 2013 and Article 185 of the Articles of Association of the Company and holds office upto the date of forthcoming Annual General Meeting

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Ms. Bilimoria being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for five consecutive years from the date of Annual General Meeting to be held on August 14, 2015 upto August 13, 2020 or upto the date of Annual General Meeting to be held in the calendar year 2020, whichever is earlier. A notice has been received from a member proposing Ms. Bilimoria as a candidate for the office of Independent Director of the Company.

- Mr. N. Santhanam (DIN 00027724), Mr. N.R. Mahalingam (DIN 00035601), Dr. S.D. Israni (DIN 00125532), Mr. Arjun Bulchandani (DIN 00049092) and Mr. H.K. Vakharia (DIN 00020966) were appointed as Independent Directors for five consecutive years for a term upto March 31, 2019 in the Annual General Meeting held on August 13, 2014.

- None of the Directors or Key Managerial Personnel have resigned during the financial year 2014-15 DECLARATION BY INDEPENDENT DIRECTORS

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

AUDIT COMMITTEE

The details pertaining to the composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

SUBSIDIARY

BB (UK) Ltd., a wholly owned subsidiary of the Company completed its fourth year of operations. It operates the FILA license in parts of the UK, Ireland, Middle East and Africa. It also provides sourcing services to several FILA licensees across the world. In a very difficult economic environment, it achieved a turnover of Rs.4682.45 lacs (previous year Rs. 5866.90 lacs) and a profit before tax of Rs.46.84 lacs (previous year Rs.61.12 lacs).

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary company, which is forming part of the annual report.

The salient features of the financial statement of the subsidiary is set out in the prescribed Form AOC-1, which forms part of the annual report.

The annual accounts of the subsidiary will also be kept open for inspection for the Members at the Registered Office of the Company during the Company's business hours on any working day upto and including the date of the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors state 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) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited has been complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is annexed and forms a part of this report.

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

Information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, is given in the Annexure I to this Report.

PARTICULARS OF THE EMPLOYEES

There was only 1 person employed throughout the year, who was in receipt of Rs. 60 lacs per annum or more and none of the employee employed for part of the financial year was in receipt of remuneration of Rs. 5 lacs per month or more. During the financial year ended March 31, 2015 the company had 311 permanent employees on the rolls of company.

The Information required under Section 197(12) of the Companies Act, 2013 read with rules made thereunder forms part of this report. However, as per provision of Section 136(1) of the Companies Act, 2013 the accounts are being sent to all Members excluding the statement of particulars of employees under Section 197(12) of the Act. The company will make available the particulars available to the Members, seeking such information at any point of time. The particulars of the employees u/s 136(1) will also be kept open for inspection for the Members at the Registered Office of the Company during the Company's business hours on any working day upto and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business carried on by the Company and of its Subsidiary. The Company has not changed the class of business in which the Company has an interest.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSOLIDATED ACCOUNTS

The consolidate financial statements of the Company are prepared in accordance with the relevant accounting standards viz AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is included in this report as Annexure II and forms a part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition and the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance of the Chairman and Non-Independent Directors were carried out by the Independent Directors. The Board of Directors express their satisfaction with the evaluation process.

NUMBER OF BOARD MEEETINGS

The Company held 4 (four) Board Meetings during the Financial Year 2014 - 15. These were on May 30, 2014, August 13, 2014, November 12, 2014 and February 12, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statement.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Persons and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

RELATED PARTY TRANSACTIONS

All transaction entered with related parties were on arms length basis in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 were not attracted. Hence, disclosure under Form AOC-2 is not required. Further there are no material related party transactions during the year under review with the Promoters, Key Managerial Persons and Senior Management Personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions. All related party transactions are placed before the audit committee and board for approval.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to support the underprivileged sections of the society and thereby undertakes Corporate Social Responsibility initiatives in accordance with the terms of Section 135 of the Companies Act, 2013 and the guidelines stated in Schedule VII of the Companies Act 2013. Since the projects undertaken are multi year projects, the unspent amount will be spent in the next year. The report on CSR activites as required under Companies (Corporate Social Responsibility) Rules 2014 is set out at annexure III and forms part of this report.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Hemanshu Kapadia & Associates, Practising Company Secretary, to conduct the Secretarial Audit for the financial year 2014-15. The secretarial audit report is included as Annexure IV and forms a part of this report.

INTERNAL CONTROL SYSTEMS

Objective evaluation of adequacy and efficiency of internal controls and systems are done by qualified audit firm and monitored closely by the top management. Present control systems are considered as adequate though constantly improved up on.

RISK MANAGEMENT

The risks that the Company is exposed to and the measures taken by the Company to tackle the same are as follows:

Risk Description :

Increase in cost of goods due to adverse movement of foreign exchange rates.

Destruction of properties and assets due to fire etc

Termination of licenses/selling arrangements Key Risk Matrix

Reduction in profit margin. :

Loss of assets resulting in financial loss.

Discontinuation of business in related specified product

Mitigation Measure :

Open position is monitored daily and hedging is done by way of forward cover.

Comprehensive insurance is taken and monitored from time to time for adequacy. We have tied up with a corporate insurance consultant for all our insurance needs.

1. FILA License:

A comprehensive document listing all compliance parameters with name of persons responsible is in place.

2. Johnsons Distribution Arrangement:

Achieving of annual sales target is the main compliance parameter which is discussed with the licensor and complied with.

3. Wilson Distribution Arrangement:

Achieving of annual sales target is the main compliance parameter which is discussed with the licensor and complied with. AUDITORS' REPORT

There are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors and Secretarial Auditors and do not call for any explanation or comment under Section 134(3)(f) of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. S. P Chopra & Co. (Registration No.101911W), Chartered Accountants, will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment as auditors of the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and conducive work environment to all women employees. The Company strives hard to ensure that all women employees are treated with dignity and respect, and are committed to providing a work environment free of sexual harassment. Pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made thereunder, the Company has a Policy for prevention of Sexual Harassment in the Company. This policy is applicable to all categories of employees of the Company, including permanent management, temporary staff, trainees and employees on contract at its workplace.

During the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the Members, Bankers and other business associates.

For and on behalf of the Board of Directors

Rajesh Batra Chairman & Managing Director

Place : Mumbai Dated : May 29, 2015

CIN : L93010MH1951PLC008546

Registered Office: Sahas, 4th Floor, 414/2, Veer Savarkar Marg, Prabhadevi, Mumbai-400 025. Tel. No.: 91 22 66667474, Fax No.: 91 22 24313210 E-mail: investors@cravatex.com Website: www.cravatex.com


Mar 31, 2014

Dear members,

The Directors present the Audited Balance Sheet and Profit and Loss Account of the Company together with their Report for the year ended March 31, 2014.

Current Year Previous Year Rupees Rupees FINANCIAL RESULTS Earnings before Finance Cost, Depreciation and Taxation 15, 88, 95, 225 16, 84, 22, 415 Less: Finance Cost 7, 52, 84, 776 5, 01, 41, 930 Less: Depreciation 2, 65, 88, 754 1, 27, 31, 855

Profit before Taxation 5, 70, 21, 695 10, 55, 48, 630 Provision for Taxation:

Current Tax (80, 00, 000) (2, 35, 00, 000)

Deferred Tax Credit/(Debit) (75, 53, 828) (64, 24, 007) (Short)/Excess Provision for Earlier Years (2, 78, 957) - Profit after Current Taxation 4, 11, 88, 910 7, 56, 24, 623 Adding thereto:

Brought forward from Previous Year 3, 18, 56, 764 3, 18, 13, 824 Available for Appropriation 7, 30, 45, 674 10, 74, 38, 447

Less Appropriations:

Proposed Dividend 90, 44, 560 90, 44, 560

Tax on Proposed Dividend 15, 37, 123 15, 37, 123

Amount transferred to General Reserve 4, 50, 00, 000 6, 50, 00, 000 Balance in Profit and Loss Account 1, 74, 63, 991 3, 18, 56, 764

OPERATIONS

The turnover of the Company for the year under review has increased from Rs. 16, 737 lacs to Rs. 18, 515 lacs, while the earning before finance cost, depreciation and taxation stood at Rs. 1, 589 lacs as against Rs. 1, 684 lacs. The Net Profit after tax for the year was Rs. 412 lacs as against Rs. 756 lacs last year. The balance in Profit and Loss account is Rs. 175 lacs.

DIVIDEND

The Directors are pleased to recommend dividend of Rs. 3. 50 per equity share (previous year Rs. 3. 50 per equity share) on the nominal value of Rs. 10/- per equity share for the year under review, which would be tax-free in the hands of the Members. The Dividend if approved by the Members at the Annual General Meeting, will absorb Rs. 90, 44, 560/-.

FIXED DEPOSITS

The total Unsecured Loans and Deposits stood at Rs. 2, 49, 40, 000/- as on March 31, 2014 and there were no unclaimed deposits as on that date.

The fixed assets of the Company have been adequately insured.

ISO 9001: 2008

The Company successfully conducted the Surveillance Audit for year 2013 under ISO 9001: 2008 certification for its Fitness division.

DIRECTORS

* Mr. Rajiv Batra is retiring by rotation and, being eligible, offer himself for re-appointment.

* Mr. N. Santhanam, Mr. N. $. Mahalingam, Dr. S. D. Israni, Mr. Arjun Bulchandani and Mr. H. K. Vakharia are Directors whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act 2013, Mr. N. Santhanam, Mr. N. $. Mahalingam, Dr. S. D. Israni, Mr. Arjun Bulchandani and Mr. H. K. Vakharia being eligible and offering themelves for appointment, are proposed to be appointed as Independent Directors for five consecutive years for a term upto 31st March, 2019.

SUBSIDIARY

BB (UK) Ltd., a wholly owned subsidiary of the Company completed its third year of operations. It operates the FILA license in parts of the UK, Ireland, Middle East and Africa. It also provides sourcing services to several FILA licensees across the world. In a very difficult economic environment, it achieved a turnover of Rs. 5, 866. 90 lacs (previous year Rs. 5, 220 lacs) and a profit before tax of Rs. 96. 87 lacs (previous year loss of Rs. 26. 95 lacs).

In accordance with the directions of the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956, copy of the balance sheet, profit and loss account and other documents of the subsidiary company have not been attached with the balance sheet of the Company. Financial Information of the subsidiary has been furnished separately in the consolidated accounts in the annual report. The company will make available the annual accounts and other documents of the subsidiary company to the Members of the Company, seeking such information at any point of time. The annual accounts and other documents of the subsidiary will also be kept open for inspection for the Members at the Registered Office of the Company during the Company''s business hours on any working day upto and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2014 and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the annual accounts on a going concern basis.

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited has been complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary.

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

Information required pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure I to this Report.

PARTICULARS OF THE EMPLOYEES

The Information required under Section 217(2A) of the Companies Act, 1956 read with rules made thereunder forms part of this report. However, as per provision of Section 219(1)(b)(iv) of the Act, the accounts are being sent to all Members excluding the statement of particulars of employees under Section 217(2A) of the Act. The company will make available the particulars available to the Members, seeking such information at any point of time. The particulars of the employees u/s 217(2A) will also be kept open for inspection for the Members at the Registered Office of the Company during the Company''s business hours on any working day upto and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

AUDITOR''S REPORT

There are no qualifications, and the remarks made by the Auditors are self-explanatory and do not call for any clarification under Section 217 of the Companies Act, 1956.

AUDITORS & BRANCH AUDITORS

M/s. S. P. Chopra & Co. (Registration No. 101911W), Chartered Accountants, will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The members are also requested to appoint M/s. M. $. Jayaprakash & Associates (Registration No. 007319S), Chartered Accountants as the Branch Auditors for Company''s operations at Bangalore.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the Members, Bankers and other business associates.

For and on behalf of the Board of Directors

Rajesh Batra Chairman & Managing Director Place : Mumbai Dated : May 30, 2014

CIN : L93010MH1951PLC008546 Registered Office: Sahas, 4th Floor, 414/2, Veer Savarkar Marg, Prabhadevi, Mumbai-400 025. Tel. No.: 91 22 66667474, Fax No.: 91 22 24313210 E-mail: investors@cravatex.com Website: www.cravatex.com


Mar 31, 2013

To The Members of Cravatex Limited

The Directors present the Audited Balance Sheet and Profit and Loss Account of the Company together with their Report for the year ended March 31, 2013.

Current Year Previous Year Rupees Rupees FINANCIAL RESULTS

Earnings before Finance Cost, Depreciation and Taxation 16,84,22,415 16,57,87,626

Less: Finance Cost 5,01,41,930 3,68,81,614

Less: Depreciation 1,27,31,855 89,97,582

Profit before Taxation 10,55,48,630 11,99,08,430

Provision for Taxation:

Current Tax (2,35,00,000) (3,74,00,000)

Deferred Tax Credit/(Debit) (64,24,007) (4,35,340)

(Short)/Excess Provision for Earlier Years 4,84,800

Profit after Current Taxation 7,56,24,623 8,25,57,890

Adding thereto:

Brought forward from Previous Year 3,18,13,824 2,72,67,754

Available for Appropriation 10,74,38,447 10,98,25,644

Less Appropriations:

Proposed Dividend 90,44,560 90,44,560

Tax on Proposed Dividend 15,37,123 14,67,260

Amount transferred to General Reserve 6,50,00,000 6,75,00,000

Balance in Profit and Loss Account 3,18,56,764 3,18,13,824



OPERATIONS

The turnover of the Company for the year under review has increased from Rs.15,658 lacs to Rs.16,737 lacs, while the earning before finance cost, depreciation and taxation stood at Rs.1,684 lacs as against Rs.1,658 lacs. The Net Profit after tax for the year was Rs.756 lacs as against Rs.826 lacs last year. The balance in Profit and Loss Account is Rs.318.57 lacs.

DIVIDEND

The Directors are pleased to recommend dividend of Rs.3.50 per equity share (previous year Rs.3.50 per equity share) on the nominal value of Rs.10/- per equity share for the year under review, which would be tax- free in the hands of the Members. The Dividend if approved by the Members at the Annual General Meeting, will absorb Rs.90,44,560/-.

FIXED DEPOSITS

The total Unsecured Loans and Deposits stood at Rs,2,49,40,000/- as on March 31, 2013 and there were no unclaimed deposits as on that date. The Company has repaid all the Fixed Deposits due payable on due dates.

ASSETS

The fixed assets of the Company have been adequately insured.

ISO 9001: 2008

The Company successfully conducted the Surveillance Audit for year 2012 under ISO 9001 : 2008 certification for its Fitness division.

DIRECTORS

– Mr. Arjun Bulchandani, Mr. N.R. Mahalingam and Mr. Nabankur Gupta are retiring by rotation and, being eligible, offer themselves for re-appointment.

SUBSIDIARY

BB (UK) Ltd., a wholly owned subsidiary of the Company completed its second year of operations. It operates the FILA license in parts of the UK, Ireland, Middle East and Africa. It also provides sourcing services to several FILA licensees across the world. Due to adverse global economic condition the subsidiary could achieve a lower turnover of Rs.5,220 lacs (previous year Rs.8,397 lacs). It incurred a loss of Rs.26.95 lacs due to lower turnover.

In accordance with the directions of the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956, copy of the balance sheet, profit and loss account and other documents of the subsidiary company have not been attached with the balance sheet of the Company. Financial Information of the subsidiary has been furnished separately in the consolidated accounts in the annual report. The company will make available the annual accounts and other documents of the subsidiary company to the Members of the Company, seeking such information at any point of time. The annual accounts and other documents of the subsidiary will also be kept open for inspection for the Members at the Registered Office of the Company during the Company''s business hours on any working day upto and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2013 and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited has been complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary.

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

Information required pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure I to this Report.

PARTICULARS OF THE EMPLOYEES

The Information required under Section 217(2A) of the Companies Act, 1956 read with rules made thereunder forms part of this report. However, as per provision of Section 219(1)(b)(iv) of the Act, the accounts are being sent to all Members excluding the statement of particulars of employees under Section 217(2A) of the Act. The company will make available the particulars available to the Members, seeking such information at any point of time. The particulars of the employees u/s 217(2A) will also be kept open for inspection for the Members at the Registered Office of the Company during the Company''s business hours on any working day upto and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

AUDITORS'' REPORT

There are no qualifications, and the remarks made by the Auditors are self-explanatory and do not call for any clarification under Section 217 of the Companies Act, 1956.

AUDITORS & BRANCH AUDITORS

M/s. S. P. Chopra & Co. (Registration No.101911W), Chartered Accountants, will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The members are also requested to appoint M/s. M. R. Jayaprakash & Associates (Registration No.007319S), Chartered Accountants as the Branch Auditors for Company''s operations at Bangalore.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the Members, Bankers and other business associates. For and on behalf of the Board of Directors

Rajesh Batra

Chairman & Managing Director

Place : Mumbai

Dated : May 28, 2013

Registered office :

Sahas, 4th Floor,

414/2, Veer Savarkar Marg,

Prabhadevi, Mumbai-400 025.


Mar 31, 2012

The Directors present the Audited Balance Sheet and Profit and Loss Account of the Company together with their Report for the year ended March 31, 2012.

Current Year Previous Year

Rupees Rupees

FINANCIAL RESULTS

Earnings before Finance Cost, Depreciation and Taxation 16,51,66,586 12,25,15,274

Less: Finance Cost 3,62,60,574 2,14,01,028

Less: Depreciation 89,97,582 84,63,179

Profit before Taxation 11,99,08,430 9,26,51,067 Provision for Taxation:

Current Tax (3,74,00,000) (2,78,00,000)

Deferred Tax Credit/(Debit) (4,35,340) (1,29,049)

Short/(Excess) Provision for Earlier Years 4,84,800 (1,90,156)

Profit after Current Taxation 8,25,57,890 6,45,31,862 Adding thereto:

Brought forward from Previous Year 2,72,67,754 2,52,44,332

Available for Appropriation 10,98,25,644 8,97,76,194 Less Appropriations:

Provision for Proposed Dividend 90,44,560 64,60,400

Provision for Tax on Proposed Dividend 14,67,260 10,48,040

General Reserve 6,75,00,000 5,50,00,000

Balance to be carried forward 3,18,13,824 2,72,67,754

OPERATIONS

The turnover of the Company for the year under review has increased from Rs.9,124 lacs to Rs. 15,658 lacs, a growth of 72%, while the earnings before finance cost, depreciation and taxation stood at Rs.1,652 lacs as against Rs.1,225 lacs, a growth of 35%. The Net Profit after tax for the year also increased from Rs.645 lacs to Rs.826 lacs, a growth of 28%. The balance carried forward to Balance Sheet is Rs. 3,18,13,824 lacs.

DIVIDEND

The Directors are pleased to recommend dividend of Rs.3.50 per equity share (previous year Rs.5/- per equity share) on the nominal value of Rs.10/- per equity share for the year under review, which would be tax-free in the hands of the Members. The Dividend if approved by the Members at the Annual General Meeting, will absorb Rs.90,44,560/-.

BONUS SHARES

A sum of Rs.1,29,20,800/- out of the amount standing to the credit of the Company's General Reserve Account as on 31st March 2011 was capitalized by issue of fully paid Bonus Shares, in the ratio of 1 (one) Equity Share for every 1 (one) existing Equity Share held to the holders of Equity Shares of the Company as on the Book Closure date of July 19, 2011. Consequently, the issued, subscribed and paid-up Share Capital of the Company increased from Rs. 1,29,20,800/- divided into 12,92,080 Equity Shares of Rs.10/- each to Rs.2,58,41,600/- divided into 25,84,160 Equity Shares of Rs.10/- each.

INCREASE IN AUTHORISED SHARE CAPITAL

The authorized share capital of the Company increased from Rs.2,00,00,000/- (Rupees Two Crores only) divided into 18,50,000 (Eighteen Lacs Fifty Thousand) Equity Shares of Rs. 10 each and 15,000 (Fifteen Thousand) 9.5% Redeemable Cumulative Preference Shares of Rs. 100 each to Rs.5,00,00,000/- (Rupees Five Crores only) divided into 48,50,000 (Forty Eight Lacs Fifty Thousand) Equity Shares of Rs. 10 each and 15,000 (Fifteen Thousand) 9.5% Redeemable Cumulative Preference Shares of Rs. 100 each.

DEPOSITS

The total Unsecured Loans and Deposits stood at Rs.2,48,00,000/- as on March 31, 2012 and there were no unclaimed deposits as on that date. The Company has repaid all the Deposits on due dates.

ASSETS

The fixed assets of the Company have been adequately insured.

ISO 9001: 2008

The Company successfully conducted the Surveillance Audit for year 2011 under ISO 9001 : 2008 certification for its Fitness division.

DIRECTORS

- Mr. Rajesh Batra, Mr. H.K. Vakharia and Dr. S.D. Israni are retiring by rotation and, being eligible, offer themselves for re-appointment.

- Mr. Rajesh Batra was appointed as the Managing Director of the Company with effect from June 1, 2011.

- Mr. Rajiv Wallia ceased to be an Executive Director of the Company consequent to expiry of his 3 (three) years term on June 11, 2011. Your Directors wish to place on record their sincere appreciation of the guidance and valuable advice received from Mr. Rajiv Wallia during his tenure as an Executive Director.

- Mr. Rajiv Batra and Mr. N. Santhanam were appointed as Additional Director's of the Company with effect from August 12, 2011 and February 10, 2012 respectively pursuant to Section 260 of the Companies Act, 1956 and Article 185 of the Articles of Association of the Company and holds office upto the date of the ensuing Annual General Meeting.

The Company has received notice under Section 257 of the Companies Act, 1956 proposing Mr. Rajiv Batra's and Mr. N. Santhanam's candidature for the office of the Director. The Board considers it desirable that the Company continues to avail the services of Mr. Rajiv Batra and Mr. N. Santhanam as a Director.

SUBSIDIARY

BB (UK) Ltd., a wholly owned subsidiary of the Company completed its first year of operations. It operates the FILA license in parts of the UK, Ireland, Middle East and Africa. It also provides sourcing services to several FILA licensees across the world. In a very difficult economic environment, it achieved a turnover of Rs.8,397 lacs and a profit before tax of Rs.156 lacs.

In accordance with the directions of the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956, copy of the balance sheet, profit and loss account and other documents of the subsidiary company have not been attached with the balance sheet of the Company. Financial Information of the subsidiary has been furnished separately in the consolidated accounts in the annual report. The company will make available the annual accounts and other documents of the subsidiary company to the Members of the Company, seeking such information at any point of time. The annual accounts and other documents of the subsidiary will also be kept open for inspection for the Members at the Registered Office of the Company during the Company's business hours on any working day up to and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Since the paid-up share capital of the Company until the financial year 2010-11 was below Rs.3 Crores and the net worth below Rs.25 crores, the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance, were not applicable to the Company for the financial year 2011-12. Consequent to the increase in the net worth above Rs.25 Crores as evident from the audited annual accounts for financial year 2011-12, the provisions of Clause 49 of the Listing Agreement will become applicable to the Company. The Board has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement, with the Bombay Stock Exchange Limited will be complied with. However, for the benefit of the Members a separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary.

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

Information required pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure I to this Report.

PARTICULARS OF THE EMPLOYEES

The Information required under Section 217(2A) of the Companies Act, 1956 read with rules made there under forms part of this report. However, as per provision of Section 219(1 )(b)(iv) of the Act, the accounts are being sent to all Members excluding the statement of particulars of employees under Section 217(2A) of the Act. The company will make available the particulars available to the Members, seeking such information at any point of time. The particulars of the employees u/s 217(2A) will also be kept open for inspection for the Members at the Registered Office of the Company during the Company's business hours on any working day up to and including the date of the Annual General Meeting or any adjournment or adjournments thereof.

AUDITORS' REPORT

There are no qualification's and the remarks made by the Auditors are self-explanatory and do not call for any clarification under Section 217 of the Companies Act, 1956.

AUDITORS & BRANCH AUDITORS

M/s. S. R Chopra & Co. (Registration No.101911W), Chartered Accountants, will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The members are also requested to appoint M/s. M. R. Jayaprakash & Associates (Registration No.007319S), Chartered Accountants as the Branch Auditors for Company's operations at Bangalore.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the Members, Bankers and other business associates.

For and on behalf of the Board of Directors

Rajesh Batra

Chairman & Managing Director

Place : Mumbai

Dated : May 25, 2012

Registered office:

Sahas, 4th Floor,

414/2, Veer Savarkar Marg,

Prabhadevi,

Mumbai-400 025.


Mar 31, 2010

The Directors present the Audited Balance Sheet and Profit and Loss Account of the Company together with their Report for the year ended March 31, 2010.

Current Year Previous Year Rupees Rupees

FINANCIAL RESULTS

Earnings before Interest, Depreciation and Taxation 8,60,79,848 4,76,35,033

Less: Interest 85,49,020 1,23,77,069

Less: Depreciation 72,70,231 86,12,523

Leaving a Profit before Taxation 7,02,60,597 2,66,45,441

Provision for Taxation:

Current Tax (2,17,00,000) (70,00,000)

Fringe Benefit Tax -- (9,00,000)

Deferred Tax Credit/(Debit) (3,42,317) (3,86,950)

(Short)/Excess Provision for Earlier Years (1,13,26,632) 1,12,868

Profit after Current Taxation 3,68,91,648 1,84,71,359

Adding thereto:

Brought forward from Previous Year 2,51,55,194 1,69,74,905

Available for Appropriation 6,20,46,842 3,54,46,264

Less Appropriations:

Provision for Proposed Dividend 58,14,360 45,22,280

Provision for Tax on Proposed Dividend 9,88,150 7,68,790

General Reserve 3,00,00,000 50,00,000

Balance to be carried forward 2,52,44,332 2,51,55,194

OPERATIONS

The turnover of the Company for the year under review has increased from Rs.4,424 lacs to Rs.5,845 lacs while the earnings before interest, depreciation and taxation stood at Rs.861 lacs as against Rs.476 lacs in last year. The Net Profit before tax for the year increased from Rs.266 lacs to Rs.703 lacs. The balance carried forward to Balance Sheet is Rs.252 lacs.

DIVIDEND

The Directors are pleased to recommend enhanced dividend of Rs.4.50 per equity share (previous year Rs.3.50 per equity share) on the nominal value of Rs.10/- per equity share for the year under review, which would be tax-free in the hands of shareholders. The Dividend, if approved by the shareholders at the Annual General Meeting, will absorb Rs.58,14,360.

DEPOSITS

The total Unsecured Loans and Deposits stood at Rs.2,44,00,000/- as on March 31, 2010 and there were no unclaimed deposits as on that date. The Company has repaid all the Deposits on due dates.

ASSETS

The fixed assets of the Company have been adequately insured.

DIRECTORS

Dr. S.D. Israni and Mr. Arjun Bulchandani are retiring by rotation and, being eligible, offer themselves for re-appointment.

DEMATERIALISATION OF COMPANYS SHARES

Of the Companys total shareholding, 7,95,468 shares were held in dematerialised mode by the shareholders of the Company of which 7,18,851 shares were under National Securities Depository Limited (NSDL) and balance 76,617 shares under Central Depository Services (I) Limited (CDSL) as on March 31, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

INFORMATION UNDER SECTION 292A(1) OF THE COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT

Since the paid-up share capital of the Company is Rs.1.29 Crore, the provisions of Section 292A(1) of the Companies Act, 1956 and Clause 49 of the Listing Agreement relating to constitution of Audit Committee and Corporate Governance respectively, are not applicable to the Company. However, the directors furnish the following relevant information for the benefit of the shareholders:

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

Information required pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure I to this Report.

PARTICULARS OF THE EMPLOYEES

The Information required under Section 217(2A) of the Companies Act, 1956 read with rules made thereunder forms part of this report. However, as per provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Companys Registered Office Address.

AUDITORS REPORT

The remarks made by the Auditors are self-explanatory and do not call for any clarification under Section 217 of the Companies Act, 1956.

AUDITORS & BRANCH AUDITORS

M/s. S. P. Chopra & Co., Chartered Accountants, will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The members are also required to appoint Branch Auditors for Companys operations at Bangalore.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the bankers and other business associates.

For and on behalf of the Board of Directors

Rajesh Batra

Chairman Place: Mumbai Dated: May 17, 2010

Registered Office :

Sahas, 4th Floor,

414/2, Veer Savarkar Marg,

Prabhadevi, Mumbai-400 025.



 
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