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Directors Report of Kewal Kiran Clothing Ltd.

Mar 31, 2023

Your Board of Directors are pleased to present the 32^nd Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2023.

FINANCIAL SUMMARY & HIGHLIGHTS (STANDALONE)

(Rs. In Lakhs)
Sr. No.	Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
1	Net Sales/Income from operations	77,945.34	60760.98
2	Other Income	2,024.56	1686.14
3	Total Expenditure	64,262.49	51912.47
4	Gross profit (Before deducting any of the following)	17218.98	11689.88
a.	Finance charges	638.53	452.60
b.	Depreciation/Amortisation	873.04	702.63
c.	Tax provision	3779.31	2369.17
5	Net profit for the Period	11,928.10	8165.48
6	Other Comprehensive Income	(75.61)	54.84
7	Total of Comprehensive Income (net of tax)	11,852.49	8220.32
8	Profit b/f from previous years	28,784.51	24261.71
9	Appropriation of profit	4,930.02	3697.51
i) Dividend on equity shares		4,930.02	3697.51
ii) Transfer to Business Progressive fund		-	-
10	Dividend (in H) per ordinary share	5	19*
11	Paid up Equity capital	6162.52	6162.52
12	Reserves except revaluation reserve	12872.38	12872.38
*Note	: H 10 dividend was declared before the bonus issue and H 9 dividend declared after bonus issue.

OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS

The Company achieved record operating revenues of ti 77,945.34 lakhs in FY 2023 as against ti 60,760.98 lakhs in FY 2022, registering an impressive growth of 28.28% y-o-y backed by an impressive margin profile with EBITDA of ti 15,194.42 lakhs in FY 2023 as compared to ti 10,003.74 lakhs in the previous year. EBITDA margin stood at 19.49% in FY 2023 as compared to 16.46% in the previous year, an improvement of nearly 300 bps. The Company on the back of an impressive all-round robust performance reported an increase in its net profit on a yearly basis. The profit after tax for the first time in the Company''s history crossed the ti 100 crore mark and increased to an all time high of ti 11,928.10 lakhs in FY2023 as against ti 8,165.48 lakhs in FY2022. Net Profit Margin rose to 14.92% in FY2023 as compared to 13.08% in FY2022.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY

After navigating the unpleasant events during the COVID-19 hit period, the sector started showing signs of a revival. A sequential improvement in demand due to normalised inventory levels at the retailers'' end, correction in cotton prices and freight costs (amid the cool off in inflation) and better utilisation provided a much needed boost to EBITDA margin. India''s textile and apparel exports (including handicrafts) stood at US$ 44.4 billion in FY22, a 41% increase Y-o-Y. Resurgence in economic activities boosted sales recovery and sales bounced back swiftly after being impacted by the third wave in January and

February 2022. Revenues have surged past the pre-pandemic levels. Higher inflation and increase in prices of essential goods have been impacting overall consumption. However, the demand environment is expected to normalise on account of moderating inflation, rural revival, government spending and high remittances. This, in turn, is expected to result in footfall recovery in FY24. The future of the Indian textile and apparel industry looks promising, buoyed by strong domestic consumption boosted by favourable demographics, rising disposable incomes and low penetration of organised retail.

With continued government support, will just aid this growth potential for the players. The H 10,683 crore (US$ 1.44 billion) PLI scheme is expected to be a major boost for the manufacturers. The scheme proposes to incentivise MMF (man-made fibre) apparel, MMF fabrics and 10 segments of technical textiles products. The Textile Ministry of India earmarked H 690 crore (US$ 106.58 million) for setting up 21 readymade garment manufacturing units in seven states for development and modernisation of the Indian textile sector. With all these positive factors, the Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. India has a 4% share of the global trade in textiles and apparel.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

The Indian economy exhibited robust resilience in 2022-23 amidst a global turmoil, and recorded a growth of 7.0%, the highest among major economies in the world. Barring the

Omicron wave scare early in the year 2022, the impact of the Covid-19 pandemic was largely receding for most part of the year helping in restoration of consumer and business confidence. Sound macroeconomic fundamentals, a resilient financial system and a deleveraged corporate sector imparted resilience to counter the adverse global spillovers. The second advance estimates (SAE) of national income that were released by the National Statistical Office (NSO) on February 28, 2023 indicated that aggregate demand, measured by real GDP, registered a growth of 7.0% in 2022-23 vis-a-vis 9.1% growth a year ago. This optimistic growth stem in part from the resilience of the Indian economy seen in the rebound of private consumption seamlessly replacing the export stimuli as the leading driver of growth. The uptick in private consumption has also given a boost to production activity resulting in an increase in capacity utilisation across sectors.

Domestic Indian economic activity does face challenges from an uninspiring global outlook going forward, but resilient domestic macroeconomic and financial conditions, expected dividends from past reforms and new growth opportunities from global geo-economic shifts, place India at an advantageous position. The fundamentals of the Indian economy are sound as it enters its Amrit Kaal, the 25-year journey towards its centenary as a modern, independent nation and the real GDP growth for 2023-24 is projected at 6.5% with risks evenly balanced.

TRANSFER TO RESERVES

During the year under review no amount was transferred to the reserves.

SHARE CAPITAL

There is no change in share capital during the financial year 2022-23.

DIVIDEND

The total dividend for the year ended March 31, 2023 stood at H 5/- per share (on a equity share capital of 6,16.25,185 shares of H 10/- each) as compared to H 19/- per share (on a equity share capital of 1,23,25,037 shares of H 10/- each) in the previous year ended March 31, 2022.

Your Board of Directors had in their meeting held on October 21, 2022 declared the 1^st interim dividend of H 3/- (30%) per equity share absorbing a sum of H1848.75 lakhs. The record date for the purpose of payment of interim dividend was November 7, 2022 and the said interim dividend was paid in November 2022.

Your Board of Directors had in their meeting held on April 27, 2023 declared the 2^nd interim dividend of H 2/- (20%) per equity share absorbing a sum of H1232.50 lakhs. The record date for the purpose of payment of interim dividend was May 11, 2023 and the said interim dividend was paid in May 2023.

Your Board has decided not to recommend final dividend for the financial year ended March 31, 2023.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated Dividend Distribution policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Annual dividend generally consists of a few interim dividend and a final dividend at the year end. The Board of Directors seeks to balance member needs of returns and company''s requirement of long term growth. After meeting internal cash balance towards any strategic investments, the Company will endeavour to return the rest of the free cash generated to shareholders through regular dividend.

The said policy as approved by your Board of Directors has been uploaded on the website of the Company. The dividend distribution policy is available on https://kewalkiran.com/ uploads/2018/12/Dividend_Distribution_policy.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There have been no material changes and commitments, which affect the financial position of your company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. There is no change in the nature of business of your Company.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of your Company and K-Lounge Lifestyle Limited is a wholly owned subsidiary of your Company.

FINANCIAL STATEMENTS

Your Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditor''s Report form part of the Annual Report.

White Knitwears Private Limited and K-Lounge Lifestyle Limited are yet to commence its respective business.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture and the subsidiary is attached to the Financial Statements in Form AOC-1.

The Financial Statements of your Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture and the subsidiary, are available on the website of your Company www.kewalkiran.com

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Standalone and Consolidated Cash Flow Statements for the year ended March 31, 2023 forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In conformity with the provisions of Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, interalia the Business Responsibility and Sustainability Report forms a part of this annual report.

CREDIT RATING

CRISIL, India''s leading ratings, research, risk and policy advisory company has assigned âAA- / Stable'' for the banking facilities of the company. This will further ensure superior credit terms from the financial market and banks.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for

a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (âthe I EPF''), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of your Company viz. www.kewalkiran.com

The Company had during the financial year, accordingly, transferred to IEPF, the unpaid and unclaimed dividend amounts pertaining to 4^th interim 2014-15 of H 4365/-, Final Dividend 2014-15 of H 3,805/-, 1^st Interim Dividend 2015-16 of H 64,820/- 2^nd Interim Dividend 2015-16 of H 13,796/-, 3^rdInterim Dividend 2015-16 of H 23,968/-.

Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred.

Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules. The Company sends out individual communication to the concerned Members whose shares are liable to be transferred to IEPFA on a continuous basis, to take immediate action in the matter.

An aggregate of 2,035 shares are transferred to the IEPFA till date.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Financial year	Date of allotment/ Unclaimed Dividend declaration (in J)		Last date for claiming dividend
Final Dividend 2015-16	September 7, 2016	9891	October 13, 2023
1^st Interim Dividend 2016-17	October 27, 2016	18756	December 2, 2023
2^nd Interim Dividend 2016-17	January 27, 2017	23222	March 4, 2024
Final Dividend 2016-17	September 7, 2017	3207	October 13, 2024
1^st Interim Dividend 2017-18	April 25, 2017	20272	May 25, 2024
2^nd Interim Dividend 2017-18	October 14, 2017	16750	November 20, 2024
3^rd Interim Dividend 2017-18	January 18, 2018	56259	February 23, 2025
4^th Interim Dividend 2017-18	March 10, 2018	18595	April 15, 2025
Final Dividend 2017-18	September 4, 2018	9060	October 8, 2025
1^st Interim Dividend 2018-19	July 21, 2018	24556	August 23, 2025
2^nd Interim Dividend 2018-19	October 25, 2018	35440	November 29, 2025
3^rd Interim Dividend 2018-19	January 23, 2019	63940	February 26, 2026
4^th Interim Dividend 2018-19	March 7, 2019	31095	April 13, 2026
Final Dividend 2018-19	September 18, 2019	6870	October 19, 2026

Financial year	Date of allotment/ declaration	Unclaimed Dividend (in J)		Last date for claiming dividend
1^st Interim Dividend 2019-20	June 20, 2019		37642	July 23, 2026
2^nd Interim Dividend 2019-20	October 22, 2019		35160	November 22, 2026
3^rd Interim Dividend 2019-20	January 28, 2020		64350	March 3, 2027
4^th Interim Dividend 2019-20	May 26, 2020		23140	July 2, 2027
Final dividend 2019-2020	September 15, 2020		7812	October 22, 2027
1^st Interim Dividend 2020-21	October 22, 2020		52979	November 27, 2027
2^nd Interim Dividend 2020-21	January 22, 2021		60690	February 25, 2028
1^st Interim Dividend 2021-22	October 28, 2021		52477	December 3, 2028
2^nd Interim Dividend 2021-22	January 27, 2022		125681	March 4, 2029
3^rd Interim Dividend 2021-22	May 11, 2022		144112	June 11, 2029
1^st Interim Dividend 2022-23	October 21, 2022		292599	November 23,2029

The web-addresses of the company and IEPF Authority, where the details of unpaid and unclaimed amounts lying with the company are uploaded, are https://kewalkiran.com/investor. html#Unpaid Dividend Data and http://www.iepf.gov.in/

NODAL OFFICER

The nodal officer appointed by your company under the provisions of IEPF is Mr. Abhijit Warange, Vice President -Legal & Company Secretary and the web-address on which the said details are available is https://kewalkiran.com/investor. html#IEPF Nodal Officer

DIRECTORS

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your company, Mr. Dinesh P. Jain (DIN: 00327277), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Your Company has recognised the following persons as Key Managerial Personnel (KMP) in accordance with the Companies Act, 2013.

1.	Mr. Kewalchand P. Jain - Chairman and Managing Director
2.	Mr. Hemant P. Jain - Joint Managing Director
3.	Mr. Dinesh P. Jain - Whole-time Director
4.	Mr. Vikas P. Jain - Whole-time Director
5.	*Mr Bharat Adnani - Chief Financial Officer (CFO)
6.	*Mr. Nimesh Anandpara - Deputy Chief Financial Officer
7.	Mr. Abhijit Warange - Vice President - Legal & Company Secretary

*Mr Bharat Adnani was appointed as CFO & KMP w.e.f January 21, 2023 * Mr. Nimesh Anandpara was appointed as KMP w.e.f. May 11, 2022.

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the Board Meeting held on May 10,

2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)

(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman and Managing Director forms a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub Section (6) of Section 149 of the Companies Act, 2013 read with Rule 6(1) and (2) of the Companys (Appointment and Qualification of Directors) Rules, 2014 together SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The details of the number and dates of meetings of the Board of Directors held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

COMMITTEES

The disclosure of composition of all Committees constituted by your Board under the Act and the Listing Regulations and the changes if any in the composition of such Committees during the year as well as the number and dates of the meetings of the Committee are given in the Corporate Governance report, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended March 31, 2023 on a âgoing concern'' basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes,

System and the Internal Financial Control and the Directors'' Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report (âMDAR'') which forms part of this Report.

AUDITORS

The Members of the Company in the 31^st Annual General Meeting held on September 6, 2022 had appointed M/s. Jain & Trivedi, Chartered Accountant, as the Statutory Auditors and M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company to be held in the year 2027.

AUDIT REPORT

There are no Qualification or Adverse Remark in the Auditors report which require any explanation from the Board of Directors. The Auditors Report on financial statements forming part of this Annual Report is self-explanatory and do not call for any further comments. During the year under review, no frauds were reported by the auditor under section 143(12) of Companies Act, 2013.

DEPOSITS

Your Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Other than a loan for an amount of H 286.12 Lacs (including interest) to its wholly owned subsidiary K-Lounge Lifestyle Limited your Company has not given any other loans or guarantee during the financial year 2022-23. The acquisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

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

The details of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as Annexure I.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-24) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure - II.

There were no material related party transaction during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the company at large. 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. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is https://kewalkiran.com/ uploads/2019/01/Related_party_policy.pdf

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s management systems, organisational structures, processes, standards, code of conduct and behaviours together governs how the Group conducts the business of the Company and manages associated risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been core of your company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your company has put an even greater emphasis to address this risk.

against victimisation of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the company have been denied access to the Audit Committee in the Financial Year 2022-23.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at https://kewalkiran.com/ uploads/2019/01/Whistle_Blower_Policy.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL!

There are no significant and/or material orders passed by the Regulators or Courts or Tribunal which would impact the goinj concern status of the Company and its future operation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure III and forms an integral part o this report.

There are no Qualification, Reservation or Adverse Remark in the Secretarial Audit report which require any explanation from the Board of Directors.

SECRETARIAL STANDARDS

Your company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors, General Meeting, Dividenc and The Board''s Report.

COMPANYâS POLICY ON DIRECTORâS APPOINTMENT, REMUNERATION AND EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration Committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company''s policy on directors'' appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is given at https://kewalkiran.com/uploads/2018/12/nomination_and_ remuneration_policy.pdf

Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance Report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to NonExecutive Directors and the web-link of the same is https:// kewalkiran.com/uploads/2018/12/criteria-for-payment-to-non-executive-directors.pdf

ANNUAL BOARD EVALUATION

Your Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' report for the year ended March 31, 2023 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure-IV'' and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) none of the employees listed in the said annexure is a relative of any Director of the company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at https://kewalkiran.com/ uploads/2018/12/CSR_policy.pdf . The Company considers CSR spend in the areas of Healthcare, Education, Animal

welfare and such other areas as the Board may deem fit from time to time so as to qualify as a Corporate Social Responsibility spend pursuant to the Corporate Social Responsibility Policy of the Company and in accordance with the provisions of the Companies Act 2013 and the rules made there under.

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

EXTRACT OF ANNUAL RETURN

Pursuant to amendment to Section 92 of the Act read with the Rule 12 of Companies (Management and Administration) Rules, 2014, your Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s Report. Annual Return as at March 31, 2023 is available on website of the Company www.kewalkiran.com

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Company''s operations.

MAINTENANCE OF COST RECORD

Your Company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Analysis Report as stipulated under Regulation 34(2)(e) of SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Jain &

Trivedi, Chartered Accountants and M/s N.A Shah Associates LLP, Chartered Accountants, confirming the compliance of conditions of Corporate Governance as stipulated under SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year; 0

(b) Number of complaints received during the year: 0

(d) Number of cases pending at the end of the year:

Not Applicable

ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board

Kewalchand P. Jain

Place: Mumbai Chairman & Managing Director

Dated: August 2, 2023 DIN: 00029730

Mar 31, 2018

To the Members

The Board of Directors are pleased to present the 27^th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS (STANDALONE)

(Amount in lakhs)

Sr. No.	Particulars	Year Ended	Year Ended
Sr. No.	Particulars	March 31, 2018	March 31, 2017
1	Net Sales/Income from operations	46,191.77	47,709.48
2	Other Income	2,109.05	1,746.78
3	Total Expenditure	37,445.56	38,627.56
4	Profit (Before deducting any of the following)	11,930.92	11,631.55
a)	Finance charges	498.31	327.18
b)	Depreciation/Amortisation	577.35	475.67
c)	Tax provision	3,530.00	3,369.67
5	Net profit for the Period	7,325.25	7,459.02
6	Other Comprehensive Income	84.28	22.58
7	Total of Comprehensive Income (Net of Tax)	7,409.53	7,436.44
i)	Prior Period Expenses (Net of Tax)	Nil	Nil
ii) Closing Balance		26,325.70	23,087.43
8	Appropriation of profit	4,895.27	4,171.26
i) Bonus shares issued during the year		Nil	Nil
ii)	Proposed Dividend (Including Dividend Tax)	222.88	222.51
iii) Transfer to General Reserve		Nil	852.77
9	Dividend (in '') per ordinary share	33	19
10	Paid up Equity capital	1,232.50	1,232.50
11	Reserves except revaluation reserve	17,302.40	17,302.40
12	Surplus c/f	21,430.44	18,916.17

OVERALL PERFORMANCE AND STATE OF COMPANYâS AFFAIRS

The Company achieved total revenues of Rs.483.01 crores compared to Rs.494.56 crores in the previous year. The EBITDA was Rs.98.22 crores compared to Rs.98.84 crores and Profit After Tax stood at Rs.73.25 crores resulting in an EPS of Rs.59.43 per share. The market conditions remained sluggish with the lagged impact of demonetisation and disruption in market due to roll out of GST. During the year the Company focussed on consolidating and fortifying the Companyâs business presence and profitability. All key brands of the Company showed resilience and performed well despite uncertainty in the market and soft consumer sentiment. The strategy of the Company to pursue sustainable and profitable growth has enabled it to achieve revenues and profits and enhancing its profitability margins.

DIVIDEND

The total dividend for the year ended March 31, 2018 (including interim and final dividends) stood at Rs.33 per share as compared to Rs.19 per share in the previous year.

The Board of Directors had in their meeting held on April 25, 2017 declared the first interim dividend of Rs.7/- (70%) per equity share absorbing a sum of Rs.103,838,872/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was May 8, 2017 and the said interim dividend was paid in May 2017.

The Board of Directors had in their meeting held on October 14, 2017 declared the second interim dividend of Rs.10/- (100%) per equity share absorbing a sum of Rs.148,341,245/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was October 27, 2017 and the said interim dividend was paid in November 2017.

The Board of Directors had in their meeting held on January 18, 2018 declared the third interim dividend of Rs.9.5/- (95%) per equity share absorbing a sum of Rs.140,924,183/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was January 31, 2018 and the said interim dividend was paid in February 2018.

The Board of Directors had in their meeting held on March 10, 2018 declared the fourth interim dividend of Rs.5/- (50%) per equity share absorbing a sum of Rs.74,170,623/including dividend distribution tax. The record date for the purpose of payment of interim dividend was March 21, 2018 and the said interim dividend was paid in March 2018.

Your directors are pleased to recommend a final dividend of Rs.1.5/- (15%) per equity share of Rs.10/- each for the year ended March 31, 2018.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your Company for the year and will sum up to a total of Rs.22,287,727/including dividend distribution tax.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the Website of the Company.

TRANSFER TO RESERVES

During the year under review no amount was transferred to the reserves.

MATERIAL CHANGES AND COMMITTMENT, IF ANY

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. There is no change in the nature of business of the Company.

OUTLOOK

As per IMFâs World Economic Outlook Update, Indiaâs GDP growth rate has been forecast at 7.4% for 2018 and 7.8% for 2019 making India the fastest growing major economy. While the performance at micro level is showing signs of improvement, the macro economy is facing headwinds in the form of rising crude oil prices and weakening rupee potentially leading to rising inflation and higher interest rates. The branded apparel sector is closely linked to these factors as they have a direct impact on consumer sentiment and spending behaviour. Against this, the roll out of GST and government measures to revive the rural and agricultural economy are likely to bolster economic growth going ahead. The Company is well positioned to navigate through this period of cross winds and steer ahead on its long term growth trajectory.

FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditorâs Report form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture is attached to the Financial Statements in Form AOC-1.

The Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the Company www.kewalkiran.com

SUBSIDIARIES AND JOINT VENTURE

White Knitwears Private Limited is a joint venture of the Company. There were no other companies, which have become or ceased to be its subsidiaries, joint ventures or associate companies during the financial year 2017-18.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The Company had invested in aggregate Rs.34,550,000 (P.Y. Rs.34,550,000) in Joint Venture âWhite Knitwear Private Limitedâ (WKPL). WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached to Gujarat Industrial Development Corporation (GIDC) and state and central government for de-notification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2015 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein. WKPL vide its letter dated 04.04.13 has consented for de-notification of its plot of Land and undertaken to complete the formal procedure for the same.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, IF ANY.

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

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated and Standalone Cash Flow Statements for the year ended March 31, 2018 forms a part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Directorâs Responsibility Statement, it is hereby confirmed that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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;

(d) the directors had prepared the accounts for the financial year ended March 31, 2018 on a âgoing concernâ basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

COMPANYâS POLICY ON NOMINATION, REMUNERATION AND BOARD EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non Executive Directors and the web-link of the same is http://kewalkiran. com/wp-content/uploads/2016/news/criteria-for-payment-to-non-executive-directors.pdf.

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, etc.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2017-18.

AUDIT COMMITTEE

In accordance with Section 177 of the Companies Act, 2013 and rules made thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on March 31, 2018 the Audit Committee consisted of three Non-Executive Independent Directors of the Company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Nimish G. Pandya and Ms. Drushti R. Desai as members.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

Fraud free and corruption free work culture has been core of your Company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your Company has put an even greater emphasis to address this risk.

To meet this objective your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behaviour, actual or suspect fraud or violation of the Companyâs Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at http://kewalkiran.com/ wp-content/uploads/2015/09/news/Whistelblower_Policy.pdf

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form no. MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Rule 12 of Companies -(Management and Administration) Rules, 2014 is enclosed as Annexure I.

NUMBER OF BOARD MEETINGS HELD

During the year under review 5 (Five) meetings of the Board of Directors were held. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loans or guarantee. The acquisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

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

The details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as/in Annexure II.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure III

There were no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the Company at large. 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. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is http://kewalkiran.com/wp-content/ uploads/2015/09/news/Related_party_policy.pdf.

DIRECTORS

Retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Hemant P. Jain (DIN: 00029822), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Re-appointment of Whole-time Directors

The Board has, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, approved the re-appointment and remuneration of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain as Whole-time Director of the Company for a period of 5(five) years w.e.f. September 1, 2019 to August 31, 2024.

Re-appointment of Independent Non-Executive Directors

The Board has, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, approved for a second consecutive term of 5 consecutive years the re-appointment of Mr. Yogesh A. Thar, Dr. Prakash A. Mody and Mr. Nimish G. Pandya w.e.f. April 1, 2019 to March 31, 2024 respectively and Ms. Drushti R. Desai w.e.f. August 28, 2019 to August 27, 2024 as Independent Non-Executive Directors of the Company.

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

KEY MANAGERIAL PERSONNEL

The Company has recognised the following persons as Key Managerial Personnel in accordance with the Companies Act, 2013.

1. Mr. Kewalchand P. Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Whole-time Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P. Jain - Whole-time Director

5. Mr. Bhavin Sheth - Chief Financial Officer

6. Mr. Abhijit Warange - Vice President - Legal & Company Secretary

AUDITORS

The Members of the Company in the 26^th Annual General Meeting held on September 7, 2017 had appointed M/s. Khimji Kunverji & Co., Chartered Accountants, (Firm Registration No. 105146W) as the Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting of the Company to be held in the year 2022.

AUDIT REPORT

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013

During the year under review, no frauds were reported by auditor under Section 143(12) of Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s. U. P. Jain & Co. (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure IV and forms an integral part of this report.

There are no Qualification, Reservation and Adverse Remark in the Secretarial Audit report which require any explanation from the Board of Directors.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Audit team and Concurrent Audit team monitors and evaluates the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Audit and Concurrent Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit and Concurrent Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit and Concurrent Audit function reports to the Chairman of the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes, System and the Internal Financial Control and the Directorsâ Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report (âMDARâ) which forms part of this Report.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 which has been approved by Board of Directors.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companyâs management systems, organisational structures, processes, standards, code of conduct and behaviours together governs how the Group conducts the business of the Company and manages associated risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Companyâs website at http://kewalkiran.com/wp-content/ uploads/2015/09/news/CSR%20policy.pdf

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Companyâs operations.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for Sexual Harassment at workplace. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints reported to the ICC.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Khimji Kunverji & Co., Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility Report forms a part of this annual report.

COMPLIANCE WITH THE CODE OF CONDUCT

Your Company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from, Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your Company has put in place a Code of Independent Director approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from Chairman and Managing Director forms a part of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. The Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors and General Meeting.

PENDING SHARES UPLOAD

Your Company was holding a demat suspense account with the Edelweiss Securities Limited and credited all the shares issued pursuant to the Initial Public Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to issue. The dividend on the said shares in the suspense account has not been paid or claimed for seven consecutive years.

Pursuant to the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund. The Company has accordingly transferred all the shares issued pursuant to the Initial Public Offer(IPO), which remained unclaimed despite the best efforts of the Company and Registrar to issue to the Investor Education and Protection Fund in accordance with the aforesaid requirement.

i) Number of Shareholders outstanding at the beginning of the year: 6

Outstanding shares in the demat suspense account at the beginning of the year: 165

ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the year: 0

iii) Number of shareholders to whom shares were transferred from suspense account during the year: 0

iv) Aggregate number of shareholders outstanding at the end of the year: 0

Outstanding shares in the suspense account lying at the end of the year: 0

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

The above mentioned 165 shares belonging to 6 shareholders were transferred from the demat suspense account to Investor Education and Protection Fund.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Financial year	Date of allotment/declaration	Last date for claiming dividend
Final Dividend 2010-11	September 6, 2011	October 12, 2018
1^st Interim Dividend 2011-12	October 20, 2011	November 26, 2018
2^nd Interim Dividend 2011-12	March 2, 2012	April 8, 2019
Final Dividend 2011-12	August 3, 2012	September 8, 2019
1^st Interim Dividend 2012-13	November 7, 2012	December 14, 2019
2^nd Interim Dividend 2012-13	February 13, 2013	March 22, 2020
3^rd Interim Dividend 2012-13	May 11, 2013	June 17, 2020
Final Dividend 2012-13	August 22, 2013	September 28, 2020
1^st Interim Dividend 2013-14	October 19, 2013	November 25, 2020
2^nd Interim Dividend 2013-14	January 24, 2014	March 1, 2021
3^rd Interim Dividend 2013-14	May 10, 2014	June 16, 2021
Final Dividend 2013-14	August 28, 2014	October 4, 2021
1^st Interim Dividend 2014-15	September 10, 2014	October 17, 2021
2^nd Interim Dividend 2014-15	October 17, 2014	November 24, 2021
3^rd Interim Dividend 2014-15	January 31, 2015	March 9, 2022
4^th Interim Dividend 2014-15	May 14, 2015	June 22, 2022
Final Dividend 2014-15	August 31, 2015	October 8, 2022
1^st Interim Dividend 2015-16	June 16, 2015	July 24, 2022
2^nd Interim Dividend 2015-16	November 6, 2015	December 14, 2022
3^rd Interim Dividend 2015-16	February 6, 2016	March 14, 2023
4^th Interim Dividend 2015-16	March 9, 2016	April 16, 2023
Final Dividend 2015-16	September 7, 2016	October 14, 2023
1^st Interim Dividend 2016-17	October 27, 2016	December 3, 2023
2^nd Interim Dividend 2016-17	January 27, 2017	March 6, 2024
Final Dividend 2016-17	September 7, 2017	October 14, 2024
1^st Interim Dividend 2017-18	April 25, 2017	June 2, 2024
2^nd Interim Dividend 2017-18	October 14, 2017	November 20, 2024
3^rd Interim Dividend 2017-18	January 18, 2018	February 26, 2025
4^th Interim Dividend 2017-18	March 10, 2018	April 16, 2025
1^st Interim Dividend 2018-19	July 21, 2018	August 27, 2025

Your Company had declared Final Dividend for the financial year ended 2009-10 in the Annual General Meeting held on August 5, 2010, 1^st Interim Dividend in the Board Meeting held on October 27, 2010 and 2^nd Interim Dividend in the Board Meeting held on April 2, 2011. The unencashed dividend amounts lying unclaimed, became due for transfer to the Investor Education and Protection Fund. The Company has accordingly during the year under review transferred the unpaid and unclaimed dividend amounts pertaining to Final Dividend 2009-10 of Rs.26,670/-, 1^st Interim Dividend 2010-11 of Rs.34,340/- and 2^nd Interim Dividend 2010-11 of Rs.20,017/- to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directorsâ report for the year ended March 31, 2018 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as âAnnexure VIâ and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) and the relation between the Executive Directors and Mr. Pankaj K. Jain (Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain) none of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

ACKNOWLEDGEMENTS

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board

Kewalchand P. Jain

Chairman & Managing Director

Dated: July 21, 2018 DIN: 00029730

Place: Mumbai

Mar 31, 2017

To the Members:

The Board of Directors are pleased to present the 26th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2017

FINANCIAL RESULTS (STANDALONE)

(Amount in Rs,)

Sr. No.	Particulars	Year Ended March 31, 2017	Year Ended March 31, 2016
1	Net Sales/Income from operations	4,923,779,338	4,572,960,387
2	Other Income	286,263,912	70,077,783
3	Total Expenditure	3,927,674,753	3,532,820,821
4	Gross profit (Before deducting any of the following)	1,282,368,497	1,110,217,349
a.	Finance charges	52,675,196	33,345,946
b.	Provision for depreciation	47,935,292	41,606,686
c.	Tax provision	328,991,464	355,785,736
5	Net profit for the year	852,766,545	679,478,981
i	Prior Period Expenses (Net of Tax)	Nil	Nil
ii	Closing balance	2,121,906,055	2,277,269,262
6	Appropriation of profit	394,873,840	1,008,129,753
i	Bonus shares issued during the year	Nil	Nil
ii	Proposed Dividend (Including Dividend Tax)	Nil	22,251,178
iii	Transfer to General Reserve	85,276,654	67,947,898
7	Dividend (in '') per ordinary share	19	60
8	Paid up Equity capital	123,250,370	123,250,370
9	Reserves except revaluation reserve	1,730,239,382	1,594,962,728
10	Surplus c/f	1,727,032,215	1,269,139,510

OVERALL PERFORMANCE AND STATE OF COMPANYâS AFFAIRS

The Company clocked a total income of Rs, 521.00 crores, thereby achieving a growth of 12.21% over the previous year. The growth in income from operations was supported by stable volumes and an increase of close to 7% in the sales realization per unit. The Company achieved an EBITDA of Rs, 99.61 crores and Profit after Tax touched Rs, 85.28 crores resulting in an EPS of Rs, 69.19 per share. The first half of the financial year started on a strong and positive note with good traction in sales and expectations of a sustainable recovery in the economic driven by stable and conducive macro environment. However, the decision and immediate implementation of demonetization led to a sudden disruption in the liquidity and market sentiment as consumer spending got constrained and market players tried to offload inventory through aggressive and prolonged promotions and discounting. The

present government has taken several bold and path breaking steps that will undoubtedly create the foundation for a healthy economy in the long run but the short term disruption is an unavoidable pain that needs to be faced and sustained, not just by the company but the industry and the entire economy. The Company has benefitted by its continued focus on stable, sustainable and scalable growth and has been able to achieve growth in sales and profits despite the challenges and volatility in market conditions.

DIVIDEND

The total dividend for the year ended March 31, 2017 (including interim and final dividends) stood at Rs, 19/- per share as compared to Rs, 60/- per share in the previous year.

The Board of Directors had in their meeting held on October 27, 2016 declared the first interim dividend of Rs, 9/- (90%) per equity share absorbing a sum of Rs, 133,507,124/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was November 9, 2016 and the said interim dividend was paid in November 2016.

The Board of Directors had in their meeting held on January 27, 2017 declared the second interim dividend of Rs, 8.5/- (85%) per equity share absorbing a sum of Rs, 126,090,062/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was February 8, 2017 and the said interim dividend was paid in February 2017.

Your directors are pleased to recommend a final dividend of Rs, 1.5/- (15%) per equity share of Rs, 10/- each for the year ended March 31, 2017.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your company for the year and will sum up to a total of Rs, 22,251,188/including dividend distribution tax.

TRANSFER TO RESERVES

During the year under review an amount of Rs, 85,276,654/- was transferred to the reserves.

MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. There is no change in the nature of business of the company.

OUTLOOK

The Indian economy is currently in a transition phase as the two major moves of the government of demonetisation of high value currency followed by implementation of GST create a new paradigm and structural framework of conducting business. With these reforms now underway the focus is back on the fundamental issues of job creation driven by revival in capital spending and investment by the private sector, which has yet to emerge. The renewed focus on resolving the overhang of stressed assets on the banking system is one more step in this direction. The demographic profile of India provides a sustainable long-term growth opportunity for the company. The organized sector is set to gain as the economy moves to a more formal and organized regime. The Company has the necessary growth enablers in place to leverage this opportunity through its strong brand, innovative and high quality products, robust infrastructure and distribution and a competent and dedicated team.

FINANCIAL STATEMENTS

Pursuant to section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture is attached to the Financial Statements in Form AOC-1.

The Financial Statements of the company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the company www.kewalkiran.com

SUBSIDIARIES AND JOINT VENTURE

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The Company had invested in aggregate '' 34,550,000 (P.Y. '' 34,550,000) in Joint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached to Gujarat Industrial Development Corporation (GIDC) and state and central government for identification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2015 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein. WKPL vide its letter dated 04.04.13 has consented for identification of its plot of Land and undertaken to complete the formal procedure for the same.

No provision for diminution in the value of investment is considered necessary for the year ended March 31, 2017 in view of the value of underlying assets base of joint venture. During the year, the Company has reassessed the brought forward provision of Rs, 13 lakhs (P.Y. Rs, 49 lakhs) for its share of loss in joint venture and has reversed provision of Rs, 6.50 lakhs (P.Y. Rs, 36 lakhs) which is no longer required based on audited accounts of the joint venture for the year ended

March 31, 2017. Balance provision of Rs, 6.5 lakhs (P.Y. Rs, 13 lakhs) is retained and grouped under âOther Long Term Provisions''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, IF ANY.

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

CASH FLOW STATEMENT

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

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

(d) the directors had prepared the accounts for the financial year ended March 31, 2017 on a âgoing concern'' basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

COMPANYâS POLICY ON NOMINATION, REMUNERATION AND BOARD EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the company is given in the Corporate Governance report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non Executive Directors and the web-link of the same is http://kewalkiran. com/wp-content/uploads/2016/news/criteria-for-payment-to-non-executive-directors.pdf.

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2016-17.

AUDIT COMMITTEE

In accordance with Section 177 of the Companies Act, 2013 and rules made there under and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 31st March 2017 the Audit Committee consisted of three Non-Executive Independent Directors of the company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Nimish G. Pandya and Ms. Drushti R. Desai as members.

WHISTLE BLOWER/ VIGIL MECHANISM POLICY

To meet this objective your company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspect fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the company has been denied access to the Audit Committee.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at http://kewalkiran.com/ wp-content/uploads/2015/09/news/Whistelblower_Policy.pdf

EXTRACT OF ANNUAL REPORT

The details forming part of the extract of the Annual Return in form no. MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Rule 12 of Companies (Management and Administration) Rules, 2014 is enclosed as Annexure I.

NUMBER OF BOARD MEETINGS HELD

During the year under review 4 (Four) meetings of the Board of Directors were held. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

The details of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule

8 of the Companies (Accounts) Rules, 2014 is given as/in Annexure II.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statement.

The Board of Directors had in the meeting held on April 25, 2017 revised the remuneration payable to Mr. Pankaj Jain from '' 25,00,000/- annual CTC to Rs, 28,00,000/- annual CTC and Mr. Hitendra Jain from Rs, 20,00,000/- annual CTC to Rs, 24,00,000/annual CTC. Mr. Pankaj and Mr. Hitendra are relative of Executive Directors.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure - III

There were no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the company at large. 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. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is http://kewalkiran.com/wp-content/ uploads/2015/09/news/Related_party_policy.pdf.

DIRECTORS

Re-appointment

KEY MANAGERIAL PERSONNEL

The Company has recognized the following persons as Key Managerial Personnel in accordance with the Companies Act,

2013.

1. Mr. Kewalchand P. Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Whole-time Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P. Jain - Whole-time Director

5. Mr. Bhavin Sheth - Chief Financial Officer

6. Mr. Abhijit Warange - Vice President - Legal & Company Secretary

AUDITORS

The term of office of M/s. Jain & Trivedi and M/s. N.A. Shah Associates LLP (formerly known as M/s. N A Shah Associates) statutory auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company. The Board of Directors of the Company have, subject to approval of the Members, on recommendation of the Audit Committee, recommended for the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants (Firm Registration No.: 105146W) as the Statutory Auditors at the ensuing Annual General Meeting for a period of five years i.e. to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment by the Members at every Annual General Meeting.

A resolution proposing appointment of M/s. Khimji Kunverji & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

AUDIT REPORT

There are no qualification or adverse remark in the Auditor''s Report which required any explanation from the board of directors.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013

During the year under review, there were no frauds reported by auditor under section 143(12) of Companies Act, 2013.

SECRETARIAL AUDIT

There are no qualification, reservation and adverse remark in the Secretarial Audit report which required any explanation from the Board of Directors.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The

Internal Audit team monitors and evaluates the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

Your Board has also reviewed the Internal Processes, System and the Internal Financial Control and the Directors'' Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report ("MDAR") which forms part of this Report.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together governs how the Group conducts the business of the Company and manages associated risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focusing on creating right safety culture across the organization and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the company''s operations.

PREVENTION OF SEXUAL HARASSMENT

During the year under review, there were no complaints reported to the ICC.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Your Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. N.A. Shah Associates LLP, Chartered Accountants and M/s. Jain & Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility Report forms a part of this annual report.

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)

(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from Chairman and Managing Director forms a part of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of share on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PENDING SHARES UPLOAD

Your company has opened a demat suspense account with the Edelweiss Securities Limited and credited all the shares issued pursuant to the Initial Public Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to issue.

i) Number of Shareholders outstanding at the beginning of the year: 7

Outstanding shares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached the company for transfer of shares from suspense account during the year: 1

iii) Number of shareholders to whom shares were transferred from suspense account during the year : 1

iv) Aggregate number of shareholders outstanding at the end of the year: 6

Outstanding shares in the suspense account lying at the end of the year: 165

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

Your Company had declared Final Dividend for the financial year ended 2008-09 in the Annual General Meeting held on August 3, 2009. The unencashed dividend amount lying unclaimed to the credit of the said Final Dividend Account 2008-09 became due for transfer to the Investor Education and Protection Fund. The Company has accordingly during the year under review transferred an amount of '' 23,109/- (Rupees Twenty Three Thousand One Hundred Nine Only) being the unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Financial year	Date of allotment/declaration	Last date for claiming dividend
Final Dividend 2009-10	August 5, 2010	September 11, 2017
1st Interim Dividend 2010-11	October 27, 2010	December 2, 2017
2nd Interim Dividend 2010-11	April 2, 2011	May 9, 2018
Final Dividend 2010-11	September 6, 2011	October 12, 2018
1st Interim Dividend 2011-12	October 20, 2011	November 26, 2018
2nd Interim Dividend 2011-12	March 2, 2012	April 8, 2019
Final Dividend 2011-12	August 3, 2012	September 8, 2019
1st Interim Dividend 2012-13	November 7, 2012	December 14, 2019
2nd Interim Dividend 2012-13	February 13, 2013	March 22, 2020
3rd Interim Dividend 2012-13	May 11, 2013	June 17, 2020
Final Dividend 2012-13	August 22, 2013	September 28, 2020
1st Interim Dividend 2013-14	October 19, 2013	November 25, 2020
2nd Interim Dividend 2013-14	January 24, 2014	March 1, 2021
3rd Interim Dividend 2013-14	May 10, 2014	June 16, 2021
Final Dividend 2013-14	August 28, 2014	October 4, 2021
1st Interim Dividend 2014-15	September 10, 2014	October 17, 2021
2nd Interim Dividend 2014-15	October 17, 2014	November 24, 2021
3rd Interim Dividend 2014-15	January 31, 2015	March 9, 2022
4th Interim Dividend 2014-15	May 14, 2015	June 22, 2022
Final Dividend 2014-15	August 31, 2015	October 8, 2022
1st Interim Dividend 2015-16	June 16, 2015	July 24, 2022
2nd Interim Dividend 2015-16	November 6, 2015	December 14, 2022
3rd Interim Dividend 2015-16	February 6, 2016	March 14, 2023
4th Interim Dividend 2015-16	March 9, 2016	April 16, 2023
Final Dividend 2015-16	September 7, 2016	October 14, 2023
1st Interim Dividend 2016-17	October 27, 2016	December 3, 2023
2nd Interim Dividend 2016-17	January 27, 2017	March 6, 2024
1st Interim Dividend 2017-18	April 25, 2017	June 2, 2024

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' report for the year ended March 31, 2017 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure-VI'' and forms part of this report.

Save and except the relation between the Executive Directors interse (the executive directors are brothers) and the relation between the Executive Directors and Mr. Pankaj K. Jain (Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain) none of the employees listed in the said annexure is a relative of any Director of the company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the company.

ACKNOWLEDGEMENTS

For and on behalf of the Board

Kewalchand P. Jain

Dated: July 28, 2017 Chairman & Managing Director

Place: Mumbai DIN: - 00029730

Mar 31, 2016

The Board of Directors are pleased to present the 25th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

FINANCIAL RESULTS (STANDALONE)

(Amount in Rupees)

Sr. Particulars Year Ended Year Ended No. March 31, 2016 March 31, 2015

1 Net Sales/Income from operations 4,573,590 ,901 4,083,239,005

2 Other Income 69,447,269 79,760,219

3 Total Expenditure 3,532,820,821 3,118,140,766

4 Gross profit (Before deducting any of the following) 1,110,217,349 1,044,858,459

a. Finance charges 33,345,946 26,606,758

b. Provision for depreciation 41,606,686 37,396,776

c. Tax provision 355,785,736 318,408,985

5 Net profit for the year 679,478,981 662,445,941

i Prior Period Expenses (Net of Tax) Nil Nil

ii Closing Balance of profit/ loss 2,277,269,262 2,130,878,028

6 Appropriation of profit 1,00 8,129,753 533,087,747

i Bonus shares issued during the year Nil Nil

ii Proposed Dividend (Including Dividend Tax) 22,251,178 22,251,178

iii Transfer to General Reserve 67,947,898 66,244,594

7 Dividend (in Rs.) per ordinary share 60 25

8 Paid up Equity capital 123,250,370 123,250,370

9 Reserves except revaluation reserve 1,594,962,728 1,477,014,830

10 Surplus c/f 1,269,139,510 1,597,790,281

OVERALL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The Company achieved total income of Rs. 464.30 crores registering a growth of 11.53% over the previous year. The growth in income from operations was driven by volume growth as well as increase in the sales realization per unit. The EBITDA for the year crossed Rs. 100 crore and Profit after Tax touched Rs. 67.95 crores resulting in an EPS of Rs. 55.13 per share. After going through a prolonged phase of economic slowdown, high inflation and rising deficit in the past few years, FY 2015-16 witnessed a gradual turnaround. Low crude prices, falling inflation, lowering of interest rates and an uptick in the GDP growth have created expectations of a sustainable recovery, however two consecutive weak monsoons and hurdles in implementing key policy actions led to dampening of the overall demand and consumer sentiment. The branded apparel continued to attract international players with several fashion brands and retailers setting up or planning to enter the domestic market. E-commerce players, which were considered a severe threat, due to their rapid growth driven by aggressive promotions and heavy year round discounting, are now starting to focus on cash flows, rationalizing costs and achieving break even. The Company leveraged the growing popularity of this channel and increased its presence through e-commerce platforms. The Company continues to focus on its core brands and has achieved balanced growth across key brands, geographies and products. The philosophy of maintaining financial discipline and prudence ensured that the Company continues to be debt free with healthy cash reserves.

DIVIDEND

The total dividend for the year ended March 31, 2016 (including interim and final dividends) stood at Rs. 60 per share as compared to Rs. 25 per share in the previous year.

The Board of Directors had in their meeting held on June 16, 2015 declared the special first interim dividend of Rs. 35/- (350%) per equity share absorbing a sum of Rs. 519,194,364/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was June 26, 2015 and the said interim dividend was paid in July 2015.

The Board of Directors had in their meeting held on November 6, 2015 declared the second interim dividend of Rs. 8.5/- (85%) per equity share absorbing a sum of Rs. 126,090,060/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was November 20, 2015 and the said interim dividend was paid in November 2015.

The Board of Directors had in their meeting held on February 6, 2016 declared the third interim dividend of Rs. 8/- (80%) per equity share absorbing a sum of Rs. 118,672,995/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was February 17, 2016 and the said interim dividend was paid in February 2016.

The Board of Directors had in their meeting held on March 9, 2016 declared the fourth interim dividend of Rs. 7/- (70%) per equity share absorbing a sum of Rs. 103,838,872/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was March 19, 2016 and the said interim dividend was paid in March 2016.

Your directors are pleased to recommend a final dividend of Rs. 1.5/- (15%) per equity share of Rs. 10/- each for the year ended March 31, 2016.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your Company for the year and will sum up to a total of Rs. 22,251,178/- including dividend distribution tax

TRANSFER TO RESERVES

During the year under review an amount of Rs. 67,947,898/- was transferred to the reserves

MATERIAL CHANGES AND COMMITTMENT, IF ANY

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. There is no change in the nature of business of the Company.

OUTLOOK

There are signs of turnaround in the economy due to improvement in macro factors and expectations of a favorable monsoon. There is a clear transition in the industry from unbranded to branded apparel and from unorganized to organized retailing. Accompanied with a young demographic, this provides a sizeable growth opportunity. However, for the transition to be accelerated it requires large capital investment as branding and retailing, especially in a large and diverse country like India, are capital heavy activities. Without this, the growth strategy would have to be judicious, balancing the growth spend with spend on ongoing operations and maintaining financial reserves to tide over periods of volatility and subdued growth that the industry has faced over varying business and economic cycles. The Company is well positioned to take advantage of a strengthening economy and growing industry by leveraging its pan India presence, brands targeting key categories, robust manufacturing and sourcing capabilities, continued focus on innovation and quality and strong financial position.

FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditor''s Report form part of the Annual Report.

Pursuant to section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture is attached to the Financial Statements in Form AOC-1.

The Financial Statements of the Company, Consolidated Financial Statements along with relevant documents are available on the website of the Company www.kewalkiran.com.

SUBSIDIARIES AND JOINT VENTURE

White Knitwears Private Limited is a joint venture of the Company. There were no other companies, which have become or ceased to be its subsidiaries, joint ventures or associate companies during the financial year 2015-16.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The Company had invested in aggregate Rs. 34,550,000 (P.Y. Rs. 34,550,000) in Joint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached to Gujarat Industrial Development Corporation (GIDC) and state and central government for de-notification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2015 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein. WKPL vide its letter dated 04.04.13 has consented for de-notification of its plot of Land and undertaken to complete the formal procedure for the same.

Post de-notification joint venture partners shall dispose of the Company/land and building and realize the proceeds to return it to joint venture partners. No provision for diminution in the value of investment is considered necessary for the year ended March 31, 2016 in view of the value of underlying assets base of joint venture. However, the Company had made a provision for its share of loss in joint venture of Rs. 1,300,000.

(P.Y. Rs. 4,900,000) and provision is grouped under ''Other long term provisions''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, IF ANY.

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

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated and Standalone Cash Flow Statements for the year ended 31st March 2016 forms a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134 (5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended March 31, 2016 on a ''going concern'' basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

COMPANY''S POLICY ON NOMINATION, REMUNERATION AND BOARD EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178 (3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non Executive Directors and the web-link of the same is http://kewalkiran.com/ wp-content/uploads/2016/news/criteria-for-payment- to-non-executive-directors.pdf.

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, experience, competencies etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non- Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2015-16.

AUDIT COMMITTEE

In accordance with Section 177 of the Companies Act, 2013 and rules made thereunder, Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on March 31, 2016 the Audit Committee consisted of three Non-Executive Independent Directors of the Company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Nimish G. Pandya and Ms. Drushti R. Desai as members.

WHISTLE BLOWER/ VIGIL MECHANISM POLICY

Fraud free and corruption free work culture has been core of your Company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your Company has put an even greater emphasis to address this risk.

To meet this objective your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspect fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at http://kewalkiran com/wp-content/uploads/2015/09/news/Whistelblower_ Policy.pdf.

EXTRACT OF ANNUAL REPORT

The details forming part of the extract of the Annual Return in form no. MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Rule 12 of Companies (Management and Administration) Rules, 2014 is enclosed as Annexure I.

NUMBER OF BOARD MEETINGS HELD

During the year under review 7 (Seven) meetings of the Board of Directors were held. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loans or guarantee. The acquisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

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

The details of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as/in Annexure II.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure - III.

There were no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the Company at large. 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. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is http://kewalkiran.com/wp-content/ uploads/2015/09/news/Related_party_policy.pdf.

DIRECTORS

Re-appointment

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of your Company, Mr. Vikas P. Jain (DIN: 00029901), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re- appointment.

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

KEY MANAGERIAL PERSONNEL

Mr. Shantilal Kothari stepped down as Chief Financial Officer and Key Managerial Personnel of the Company with effect from October 10, 2015. The Board of Directors in its meeting held on February 06, 2016 has approved the appointment of Mr. Bhavin Sheth as Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 06, 2016.

The Company has recognized the following persons as Key Managerial Personnel in accordance with the Companies Act, 2013

1. Mr. Kewalchand P. Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Whole-time Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P. Jain - Whole-time Director

5. Mr. Abhijit Warange - Vice President - Legal & Company Secretary

6. Mr. Shantilal Kothari - Chief Financial Officer (ceased to be KMP and Chief Financial Officer w.e.f. October 10, 2015).

7. Mr. Bhavin Sheth - Chief Financial Officer (w.e.f. February 6, 2016)

AUDITORS AND AUDIT REPORT

Your Company''s auditors M/s. Jain & Trivedi, Chartered Accountants and the joint auditors M/s. N. A. Shah Associates LLP (formerly known as M/s. N. A. Shah Associates), Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Company has received letters from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Auditors Report on financial statements forming part of this Annual Report is self explanatory and do not call for any further comments.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR UNDER SECTION 143 (12) OF COMPANIES ACT, 2013

During the year under review, there were no frauds reported by auditor under Section 143(12) of Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure IV and forms an integral part of this report.

There was no Qualification, Reservation and Adverse Remark in the Secretarial Audit report which required any explanation from the Board of Directors.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Audit team monitors and evaluates the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes, System and the Internal Financial Control and the Directors'' Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report ("MDAR") which forms part of this Report.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 which has been approved by Board of Directors.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s management systems, organisational structures, processes, standards, code of conduct and behaviors together governs how the Group conducts the business of the Company and manages associated risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at http://kewalkiran.com/PDF''s/ CSR%20policy.pdf.

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Company''s operations.

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for Sexual Harassment at workplace. Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints reported to the ICC.

CORPORATE GOVERNANCE

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

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. N. A. Shah Associates LLP, Chartered Accountants and M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

Your Company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from, Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your Company has put in place a Code of Independent Director approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)

(d) of Companies Act, 2013 and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. A certificate to this effect from Chairman and Managing Director forms a part of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to of SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of share on Preferences basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PENDING SHARES UPLOAD

Your Company has opened a demat suspense account with the Edelweiss Securities Limited and credited all the shares issued pursuant to the Initial Public Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to issue.

i) Number of Shareholders outstanding at the beginning of the year: 7

Outstanding shares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the year: Nil

iii) Number of shareholders to whom shares were transferred from suspense account during the year : Nil

iv) Aggregate number of shareholders outstanding at the end of the year: 7

Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Date of allotment/ Last date for claiming Financial year declaration dividend

Final Dividend 2008-09 August 3, 2009 September 9, 2016

Final Dividend 2009-10 August 5, 2010 September 11, 2017

1st Interim Dividend 2010-11 October 27, 2010 December 2, 2017

2nd Interim Dividend 2010-11 April 2, 2011 May 9, 2018

Final Dividend 2010-11 September 6, 2011 October 12, 2018

1st Interim Dividend 2011-12 October 20, 2011 November 26, 2018

2nd Interim Dividend 2011-12 March 2, 2012 April 8, 2019

Final Dividend 2011-12 August 3, 2012 September 8, 2019

1st Interim Dividend 2012-13 November 7, 2012 December 14, 2019

2nd Interim Dividend 2012-13 February 13, 2013 March 22, 2020

3rd Interim Dividend 2012-13 May 11, 2013 June 17, 2020

Final Dividend 2012-13 August 22, 2013 September 28, 2020

1st Interim Dividend 2013-14 October 19, 2013 November 25, 2020

2nd Interim Dividend 2013-14 January 24, 2014 March 1, 2021

3rd Interim Dividend 2013-14 May 10, 2014 June 16, 2021

Final Dividend 2013-14 August 28, 2014 October 4, 2021

1st Interim Dividend 2014-15 September 10, 2014 October 17, 2021

2nd Interim Dividend 2014-15 October 17, 2014 November 24, 2021

3rd Interim Dividend 2014-15 January 31, 2015 March 9, 2022

4th Interim Dividend 2014-15 May 14, 2015 June 22, 2022

Final Dividend 2014-15 August 31, 2015 October 8, 2022

1st Interim Dividend 2015-16 June 16, 2015 July 24, 2022

2nd Interim Dividend 2015-16 November 6, 2015 December 14, 2022

3rd Interim Dividend 2015-16 February 6, 2016 March 14, 2023

4th Interim Dividend 2015-16 March 9, 2016 April 16, 2023

Your Company had declared Final Dividend for the financial year ended 2007-08 in the Annual General Meeting held on August 4, 2008. The unencashed dividend amount lying unclaimed to the credit of the said Final Dividend Account 2007-08 became due for transfer to the Investor Education and Protection Fund on September 10, 2015. The Company has accordingly transferred an amount of Rs. 15,166/- (Rupees Fifteen Thousand One Hundred Sixty Six Only) being the unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' report for the year ended March 31, 2016 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure-VI'' and forms part of this report.

Save and except the relation between the Executive Directors interse (the executive directors are brothers) and the relation between the Executive Directors and Mr. Pankaj

K. Jain (Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain) none of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

ACKNOWLEDGEMENTS

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders, and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board Kewalchand P. Jain Chairman & Managing Director

Dated: August 3, 2016 DIN: - 00029730

Place: Mumbai

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with the audited accounts of the Company for the year ended March 31,2015.

FINANCIAL RESULTS

(Amount in Rs. ) Year Ended Year Ended Sr. Particulars No. March 31,2015 March 31,2014

1 Net Sales/Income from operations 4,083,239,005 3,665,711,448

2 Other Income 79,760,219 118,236,069

3 Total Expenditure 3,118,140,766 2,731,653,362

4 Gross profit (Before deducting 1,044,858,459 1,052,294,155 any of the following)

a. Finance charges 26,606,758 29,578,840

b. Provision for depreciation 37,396,776 51,472,969

c. Tax provision 318,408,985 300,966,173

5 Net profit for the year 662,445,941 670,276,173

i Prior Period Expenses (Net of Tax) Nil Nil

ii Balance of profit/(loss) 662,445,941 670,276,173

6 Appropriation of profit 533,087,747 419,840,835

i Bonus shares issued during the year Nil Nil

ii Proposed Dividend (Including 22,251,178 21,629,516 Dividend Tax)

iii Transfer to General Reserve 66,244,594 67,027,617

7 Dividend(in Rs.) per ordinary share 25.00 21.00

8 Paid up Equity capital 123,250,370 123,250,370

9 Reserves except revaluation reserve 1,477,014,830 1,310,770,236

10 Surplus c/f 1,597,790,281 1,472,014,586

OVERALL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

The financial year ended March 31, 2015 was a milestone year for the company as total income crossed Rs. 400 crores. The year witnessed the election of a new government with an agenda to revive economic growth. Key steps have been taken towards boosting infrastructure and augmenting government finances with coal block auction and spectrum auction. Lower crude oil prices have helped in overcoming some of the current account deficit issues faced in the past along with softening of inflationary trends. The year has also seen the revival of global interest from strategic and financial investors into India. This has led to a positive mindset and expectations of recovery in the investment and capital cycle. While the trend of lowering of interest rates has commenced, high NPAs continue to weigh on the financial sector leading to a lower trickle down effect.

Your Directors are pleased to inform you that during the financial year ended March 31,2015, your company's sales and operating income were Rs. 408.32 crores representing a growth of 11.39%. The cash flow continues to be robust and the company has invested in mutual funds with longer duration that are now classified as non-current investments resulting in deferment of other income. Inspite of this deferment the net profit after tax stood at Rs. 66.25 crores, similar to the level in the previous year.

There are no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. There is no change in the nature of business of the company. There were no companies, which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

DIVIDEND

The total dividend for the year ended March 31, 2015 (including interim and final dividends) stood at Rs. 25 per share as compared to Rs. 21 per share in the previous year.

The Board of Directors had in their meeting held on September 10, 2014 declared the first interim dividend of Rs. 8/- per equity shares absorbing a sum of Rs. 11,53,57,416/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was September 27, 2014 and the said interim dividend was paid in October 2014.

The Board of Directors had in their meeting held on October 17, 2014 declared the second interim dividend of Rs. 7.5/- per equity shares absorbing a sum of Rs. 11,09,19,972/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was October 31, 2014 and the said interim dividend was paid in November 2014.

The Board of Directors had in their meeting held on January 31, 2015 declared the third interim dividend of Rs. 5/- per equity shares absorbing a sum of Rs. 7,39,46,648/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was February 11, 2015 and the said interim dividend was paid in February 2015.

The Board of Directors had in their meeting held on May 14, 2015 declared the fourth interim dividend of Rs. 3/- per equity shares absorbing a sum of Rs. 4,43,67,989/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was May 26, 2015 and the said interim dividend was paid in May 2015.

Your directors are pleased to recommend a final dividend of Rs. 1.5/- per equity share of Rs. 10/- each for the year ended March 31,2015.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your company for the year and will sum up to a total of Rs. 2,22,51,178/- including dividend distribution tax.

An amount of Rs. 6,62,44,954/- would be transferred to the reserves.

OUTLOOK

The branded fashion apparel industry in India presents an attractive opportunity due to various factors including a young demographic profile, high fashion consciousness and increasing demand for quality, branded products. The presence and entry of foreign brands provides consumers with a benchmark for quality products at various price points. The rapid growth of e-commerce with high spends on promoting fashion apparel is an added driver for higher consumption. The retail market in India is expected to grow from USD 0.5 trillion in 2013 to USD 1.3 trillion in 2020. Apparel is the largest contributor in the non-food category and the share of organized retail in apparel is likely to increase from 18% to 30-35%.

While short term factors like monsoons and global economic developments will weigh on the sentiment, disposable income, which had been under pressure due to high inflation, high interest rates and low economic growth, is likely to rise as macro environment improve and turn favorable. The company has strong brands and distributes its products through various channels including multi brand outlets, exclusive brand outlets, large format department stores and e-commerce platforms giving it a pan India presence and multiple touch points with the consumer. Hence the company is well positioned to capture growth as the economy revives and gains momentum.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The company had invested in aggregate Rs. 34,550,000 (P.Y. Rs. 34,550,000) in Joint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached to Gujarat Industrial Development Corporation (GIDC) and state and central government for de-notification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/CIR/Distribution/ Policy /13/05 dated 14.03.2015 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein. WKPL vide its letter dated 04.04.13 has consented for de-notification of its plot of Land and undertaken to complete the formal procedure for the same.

Post de-notification joint venture partners shall dispose of the Company/land and building and realize the proceeds to return it to joint venture partners. No provision for diminution in the value of investment is considered necessary for the year ended March 31, 2015 in view of the value of underlying assets base of joint venture. However, the company had made a provision for its share of loss in joint venture of Rs. 4,900,000 (P.Y. Rs. 4,900,000) and provision is grouped under 'Other long term provisions'.

CASH FLOW STATEMENT

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended March 31,2015 on a 'going concern' basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

NOMINATION AND REMUNERATION POLICY AND BOARD EVALUATION POLICY

The Board had approved the Nomination and Remuneration Policy, as recommended by Nomination and Remuneration Committee, in the Board Meeting held on October 17, 2014. The policy lays down framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. It also envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. The details of the remuneration policy of the company is given in the corporate governance report, which forms part of this Annual Report.

FORMAL ANNUAL EVALUATION

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The company has formulated familiarization programme for the Independent Director. The web-link for the said programme is http://kewalkiran.com/PDFVFamiliarisation_programme.pdf

DISCLOSURES

Audit Committee

In accordance with Section 177 of the Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement as on March 31, 2015 the Audit Committee consisted of three non-executive independent directors of the company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Nimish G. Pandya and Ms. Drushti R. Desai as members.

Whistle Blower/ Vigil Mechanism Policy

Fraud free and corruption free work culture has been core of your company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, the company has put an even greater emphasis to address this risk.

To meet this objective a comprehensive whistleblower policy has been adopted by your company. The details of the said policy are given in the Corporate Governance Report, which forms part of this Annual Report.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at http://kewalkiran.com/PDF's/Whistelblower_Policy.pdf

Extracts of Annual Report

The details forming part of the extract of the annual return is enclosed in AnnexureI.

Number of Board Meetings held

During the year under review 5 (five) meetings of the Board of Directors were held. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Your Company has not given any loans or guarantee. The acquisition of securities of any other body corporate are within the limit specified under section 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure III.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the accounting standard (AS18) has been made in the notes to the financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013 The Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of Companies Act, 2013 is given as Annexure-IV.

There are no material related party transactions during the year under review with Promoters, Directors or Key Managerial 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 as also to the Board for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Transaction Policy is http://kewalkiran.com/PDFVRelated_partypolicy.pdf

DIRECTOR'S

a. Cessation

Mr. Popatlal F. Sundesha (DIN 00030409) had tendered his resignation from the position of Non-Executive Independent Director w.e.f April 1,2014.

b. Appointment

Ms. Drushti Desai (DIN 00294249) was appointed as the Additional Director of your company in the Board Meeting held on July 23, 2014 and her appointment was regularized in the last Annual General Meeting held on August 28, 2014.

c. Re-appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your company, Mr. Hemant P. Jain (DIN 00029822), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

During the year under review, the members approved the tenure of appointment of Mr. Kewalchand P. Jain as the Chairman and Managing Director for a period of 5(five) years w.e.f April 1, 2015 to March 31, 2020. The members also approved the tenure of appointment of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain as Whole-time Directors of your company liable to retire by rotation for a period of 5(five) years w.e.f September 1,2014 to August 31, 2019.

During the year under review, the members approved the tenure of appointment of Mr. Yogesh Thar, Mr. Nimish Pandya and Dr. Prakash Mody as Independent Directors of the Company who are not liable to retire by rotation for a period of 5 (five) consecutive years w.e.f April 1, 2014 to March 31, 2019. The members also approved the tenure of appointment of Ms. Drushti Desai as Independent Director of the Company who is not liable to retire by rotation for a period of 5 (five) consecutive years w.e.f August 28, 2014 to August 27, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has recognized the following persons as Key Managerial Personnel:

1. Mr. Kewalchand P. Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Whole-time Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P. Jain - Whole-time Director

5. Mr. Abhijit Warange - Vice President - Legal and Company Secretary

6. Mr. Shantilal Kothari - Chief Financial Officer

AUDITORS AND AUDIT REPORT

Your company's auditors M/s. Jain & Trivedi, Chartered Accountants and the joint auditors M/s. N.A. Shah Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for re-appointment. The Companies has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Auditors Report on financial statements forming part of this Annual Report is self explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - V and forms an integral part of this report.

There was no qualification in the secretarial audit report which required any explanation from the Board of Directors.

INTERNAL CONTROLS AND ITS ADEQUACY

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Audit team monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board of Directors.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behavior together governs how the Group conducts the business of the Company and manages associated risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility policy indicating the activities to be undertaken by the company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at http:// kewalkiran.com/PDF's/CSR%20policy.pdf.

The report on Corporate Social Responsibility activities as required under Companies (Corporate Social Responsibility Policy) Rule, 2014 is given as Annexure-VI.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints reported to the Board.

CORPORATE GOVERNANCE

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

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of the this Report.

The requisite certificate from the Auditors, M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges form a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the company is given separately under the head Management Discussion and Analysis and forms a part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14, 2006, for its Board members and Senior Management Personnel. Declaration of compliance with the code of conduct has been received from all the Board Members and Senior Management Personnel. A certificate to this effect from Mr. Kewalchand P. Jain, Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company. A certificate to this effect from Mr. Kewalchand P. Jain, Chairman and Managing Director forms a part of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

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

4. 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.

PENDING SHARES UPLOAD

The company has opened a demat suspense account with the Edelweiss Securities Limited and credited all the shares issued pursuant to the Initial Public Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to Issue.

i) Number of Shareholders outstanding at the beginning of the year: 7

Outstanding shares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached the company for transfer of shares from suspense account during the year: Nil

iii) Number of shareholders to whom shares were transferred from suspense account during the year : Nil

iv) Aggregate number of shareholders outstanding at the end of the year: 7

Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Date of allotment/ Last date for claiming Financial year declaration dividend

Final Dividend 2007-08 August 4, 2008 September 10, 2015

Final Dividend 2008-09 August 3, 2009 September 9, 2016

Final Dividend 2009-10 August 5, 2010 September 11,2017

1st Interim Dividend October 27, 2010 December 2, 2017 2010-11

2nd Interim Dividend April 2, 2011 May 9, 2018 2010-11

Final Dividend 2010-11 September 6, 2011 October 12, 2018

1st Interim Dividend October 20, 2011 November 26, 2018 2011-12

2nd Interim Dividend March 2, 2012 April 8, 2019 2011-12

Final Dividend 2011-12 August 3, 2012 September 8, 2019

1st Interim Dividend November 7, 2012 December 14, 2019 2012-13

2nd Interim Dividend February 13, 2013 March 22, 2020 2012-13

3rd Interim Dividend May 11,2013 June 17, 2020 2012-13

Final Dividend 2012-13 August 22, 2013 September 28, 2020

1st Interim Dividend October 19, 2013 November 25, 2020 2013-14

2nd Interim Dividend January 24, 2014 March 1,2021 2013-14

3rd Interim Dividend May 10, 2014 June 16, 2021 2013-14

Final Dividend 2013-14 August 28, 2014 October 4, 2021

1st Interim Dividend September 10, 2014 October 17, 2021 2014-15

2nd Interim Dividend October 17, 2014 November 24, 2021 2014-15

3rd Interim Dividend January 31,2015 March 9, 2022 2014-15

4th Interim Dividend May 14, 2015 June 22, 2022 2014-15

The Company had declared Final Dividend for the financial year ended 2006-07 in the annual general meeting held on August 7, 2007. The unencashed dividend amount lying unclaimed to the credit of the said Final Dividend Account 2006- 07 became due for transfer to the Investor Education and Protection Fund on September 12, 2014. The company has accordingly transferred an amount of Rs. 19,658/- (Rupees Nineteen Thousand Six Hundred and Fifty Eight only) being the unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

The Company had declared Interim Dividend for the financial year ended 2007-08 in the board meeting held on October 20, 2007. The unencashed dividend amount lying unclaimed to the credit of the said Interim Dividend Account 2007-08 became due for transfer to the Investor Education and Protection Fund on November 25, 2014. The company has accordingly transferred an amount of Rs. 66,138/- (Rupees Sixty Six Thousand One Hundred and Thirty Eight only) being the unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employee relations continued to be cordial during the year ended March 31, 2015. Your company had 1974 employees as on March 31, 2015. Your Company continued its thrust on Human Resource Development. Your company has initiated various customized training programs viz. personality development, development of inter personal skills, communication skills, public speaking etc. for its employees that enhance both personal as well career growth of the employees. These programs are conducted round the year by professional trainers as well as by the human resource department of the company. Your company has also encouraged its employees to attend seminars and discussions conducted by professional institutions and trade bodies. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

ACKNOWLEDGEMENTS

Your Board of Directors would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your company.

For and on behalf of the Board

Kewalchand P. Jain

Chairman & Managing Director DIN :- 00029730

Dated: July 23, 2015 Place: Mumbai

Mar 31, 2013

The Directors have pleasure in presenting the 22nd Annual Report together with the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

(Amount in Rs.)

Sr. Particulars Year Ended 31st Year Ended 31st No. March 2013 March 2012

1 Net Sales/Income from operations 3,029,924,892 3,018,718,697

2 Other Income 121,738,721 117,587,822

3 Total Expenditure 2,293,364,398 2,284,898,355

4 Gross profit (Before deducting any of the following) 858,299,215 851,408,164

a. Finance charges 26,211,196 25,952,080

b. Provision for depreciation 59,375,659 62,309,584

c. Tax provision 238,539,612 241,738,491

5 Net profit for the year 534,172,748 521,408,009

i Prior Period Expenses (Net of Tax) - NIL

ii Balance of profit/(loss) 534,172,748 521,408,009

6 Appropriation of profit 404,476,276 295,656,726

i Bonus shares issued during the year Nil Nil

ii Proposed Dividend (Including Dividend Tax) 14,419,677 57,297,865

iii Transfer to General Reserve 53,417,275 52,140,801

7 Dividend (in Rs.) per ordinary share 17.50 17.00

8 Paid up Equity capital 123,250,370 123,250,370

9 Reserves except revaluation reserve 1,193,742,619 1,040,325,344

10 Surplus c/f 1,221,579,248 1,091,882,776

TURNOVER & PROFITS:

Your Directors wish to inform you that during the financial year ended 31st March 2013, the sales and operating income was Rs. 302.99 Crores representing a growth of 0.37% and net profit after tax stood at Rs. 53.42 Crores representing a growth of 2.45% over the previous year.

DIVIDEND

The Board of Directors had in their meeting held on 7th November 2012 declared the first interim dividend of Rs. 7/- per equity shares absorbing a sum of Rs. 86,275,259/- . The record date for the purpose of payment of interim dividend was 23rd November 2012 and the said interim dividend was paid in November 2012.

The Board of Directors had in their meeting held on 13th February 2013 declared the second interim dividend of Rs. 6.5/- per equity shares absorbing a sum of Rs. 80,112,740.50/- . The record date for the purpose of payment of interim dividend was 26th February 2013 and the said interim dividend was paid in March 2013.

The Board of Directors had in their meeting held on 11th May 2013 declared the third interim dividend of Rs. 3/- per equity shares absorbing a sum of Rs. 36,975,111/-. The record date for the purpose of payment of interim dividend was 22nd May 2013 and the said interim dividend was paid in May 2013.

Your directors are pleased to recommend a final dividend of Rs. 1/- per equity share of Rs. 10/- each for the year ended 31st March 2013.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your company for the year and will sum up to a total of Rs. 14,419,677/- including dividend distribution tax.

An amount of Rs. 53,417,275/- would be transferred to the reserves.

OVERALL PERFORMANCE AND OUTLOOK

Being in the fashion business, the Company needs to keep innovating to meet the customer''s expectations and deliver high quality products at a reasonable price and in line with changing trends. Your company is uniquely placed in the sector with an integrated business model that encompasses the complete value chain of design, manufacturing and sourcing, distribution, logistics and retailing. The Company has an in-house team of designers that track national and international trends to create innovative fashionable products that customers would relate to. The Company has state of the art manufacturing facilities that ensure quality and timely deliveries. This unique business model along with a strong and committed focus on its power brands has helped the Company sustain the challenging business environment and capitalise on the rebound in consumer confidence.

The financial year 2012-13 has been a challenging period not just for the Company but also for the Indian economy with persistent inflation, high interest rates and continued slowdown. The sentiment has been very weak and the much anticipated recovery in the growth momentum has been illusory. Also, the Company faced certain operational and supply chain constraints which affected the production and consequently the sales growth of Integriti and Lawman Pg3 brands. Notwithstanding the macro trends and the minor bottlenecks which have been resolved and streamlined, the Company has been able to maintain its sales and profitability and recorded a life time high in its total income and profit after tax.

The Indian retail market provides a big growth opportunity but also poses challenges for chasing growth profitably. Your company will continue to follow prudent financial policies while seeking growth opportunities.

While the market offers growth opportunities it remains susceptible to various factors like rising inflation, volatile financial markets, uncertainty over monsoons and other uncertain events. With more and more top of the line international brands entering Indian market the competition in the branded apparel industry continues to be getting fierce by the day.

While your company has an established presence in Metros and Tier - I cities your company is also penetrating into Tier - II and Tier - III cities. Your company would continue its thrust on product and design innovation. The apparel accessories business looks promising and would fuel your company''s growth trajectory. Your company''s presence in the women''s segment will drive your company''s growth with an increasing preference for western wear in the women''s segment.

The medium/long term India retail story continues to look strong. Your company is cautiously optimistic about the year ahead.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED:

The Company had invested in aggregate Rs. 34,550,000 (P.Y. Rs. 34,550,000) in Joint Venture "White Knitwear Private Limited" (WKPL). The WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached to Gujarat Industrial Development Corporation (GIDC) and state and central government for de-notification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/ CIR/Distribution/Policy /13/05 dated 14th March 2013 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein. WKPL vide its letter dated 4th April 2013 has consented for de-notification of its plot of Land and undertaken to complete the formal procedure for the same.

Post de-notification joint venture partners shall dispose of the Company/Land and building and realise the proceeds to return it to joint venture partners. No provision for diminution in the value of investment is considered necessary for the year ended March 2013 in view of the value of underlying assets base of joint venture. However, the Company had made a provision for its share of loss in joint venture of Rs. 4,900,000 (P.Y. Rs. 4,900,000) and provision is grouped under ''Other long term provisions''.

CASH FLOW STATEMENT:

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

RELATED PARTY TRANSACTION:

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

DIRECTORS:

Mr. Mrudul Inamdar, Non-Executive Independent Director demised on 1st January 2013. A brilliant professional and a humble soul, he will always be missed by all those who had the privilege of being associated with him. May his soul rest in eternal peace.

Mr. Yogesh Thar was appointed as an additional director in the Board Meeting held on 13th February 2013. Mr. Thar''s would hold office as a Director upto the date of the ensuing Annual General Meeting. Notice from a member pursuant to Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment as an Ordinary Director liable to retire by rotation of Mr. Yogesh

A. Thar along with a deposit of Rs. 500/- has been received by the Company.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of your company, Mr. Hemant P. Jain, Mr. Vikas P. Jain and Dr. Prakash A. Mody, Directors of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the Certificate of Auditors, M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis and forms a part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT:

Your company has put in place a Code of Conduct effective 14th January 2006, for its Board members and Senior Management Personnel. Declaration of compliance with the code of conduct have been received from all the Board Members and Senior Management Personnel. A certificate to this effect from Mr. Kewalchand P. Jain, Chairman & Managing Director forms a part of this Report.

AUDIT COMMITTEE:

Mr. Mrudul D. Inamdar was the Chairman of the Audit Committee upto the time of his demise i.e 1st January 2013. Mr. Nimish G. Pandya was appointed as the Chairman of the Audit Committee in the audit committee meeting held on 13th February 2013.

Subsequent to the demise of Mr. Inamdar, Mr. Hemant P. Jain, Director of the Company was appointed as the member of the audit committee by circular board resolution dated 6th February 2013.

The Audit committee was reconstituted with Mr. Yogesh Thar, Mr. Nimish Pandya and Mr. Popatlal Sundesha as members in the Board Meeting held on 13th February 2013.

In the Audit Committee meeting held on 11th May 2013 Mr. Yogesh Thar was appointed as the Chairman of the Audit Committee.

In accordance with Clause 49 of the Listing Agreement the Audit Committee consists of three non-executive independent directors of the Company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Popatlal F. Sundesha and Mr. Nimish G. Pandya.

FIXED DEPOSIT:

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956.

LISTING FEES:

The equity shares of your company are listed on the BSE Limited and National Stock Exchange of India Limited. Your company has paid the applicable listing fees to the above Stock Exchanges upto date.

PENDING SHARES UPLOAD:

The Company has opened a demat suspense account with Edelweiss Securities Limited and credited all the shares issued pursuant to the Initial Pubic Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to Issue.

i) Number of Shareholders outstanding at the beginning of the year: 7

Outstanding shares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the year: Nil

iii) Number of shareholders to whom shares were transferred from suspense account during the year : Nil

iv) Aggregate number of shareholders outstanding at the end of the year: 7

Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had made its initial public offering in March 2006 and the allotment of the shares was made on 5th April 2006. The application money received by the Company for allotment of shares and due for refund to the applicants lying unclaimed to the credit of the Escrow Accounts became due for transfer to the Investor Education and Protection Fund on 4th April 2013. The Company has accordingly transferred an amount of Rs. 97,200/- (Rupees Ninety Seven Thousand and Two Hundred Only) being the unclaimed application money received by the Company for allotment of shares and due for refund to the Investor Education and Protection Fund.

AUDITORS:

Your company''s auditors M/s. Jain & Trivedi, Chartered Accountants and the joint auditors M/s. N.A. Shah Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

COST AUDITOR:

Pursuant to the provisions under section 233B of the Companies Act, 1956 the Company has appointed Mr. Vinayak Kulkarni, Cost Accountants as Cost Auditors of the Company for the financial year 2013-2014.

PERSONNEL:

Employee relations continued to be cordial during the year ended 31st March 2013. Your Company continued its thrust on Human Resource Development. Your company has initiated various customised training programs viz. personality development, development of inter personal skills, communication skills, public speaking etc. for its employees that enhance both personal as well career growth of the employees. These programs are conducted round the year by professional trainers as well as by the human resource department of the Company. Your company has also encouraged its employees to attend seminars and discussions conducted by professional institutions and trade bodies. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

INFORMATION UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975:

Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms a part of the Directors Report for the year ended 31st March 2013. However pursuant to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors Report and Statement of 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 said statement may write to the Company Secretary at the registered office of your Company.

INFORMATION UNDER SECTION 217 (1)(E) OF COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988:

The information pursuant to Section 217(1)(e) of the Companies Act,1956, read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is given below:

A. Conservation Of Energy

The operations of your company are not energy intensive. However wherever possible your company strives to curtail the consumption of energy on a continued basis.

B. Technology Absorption, Adaptations & innovation:

Not Applicable

ACKNOWLEDGEMENTS:

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders, and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your company.

For and on behalf of the Board

Kewalchand P. Jain

Chairman & Managing Director

Dated: 11th May 2013

Place: Mumbai

Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report together with the audited accounts of your Company for the year ended 31st March, 2012.

(Amount in Rupees)

Sr. Particulars Year Ended Year Ended No. 31st March, 2012 31st March, 2011

1 Net Sales/Income from operations 3,018,984,273 2,366,211,454

2 Other Income 117,814,212 83,399,991

3 Total Expenditure 2,285,418,893 1,679,152,116

4 Gross profit (Before deducting any of the 851,379,592 770,459,329 following)

a. Finance charges 25,923,506 20,591,010

b. Provision for depreciation 62,309,584 57,263,393

c. Tax provision 241,738,491 230,271,646

5 Net profit for the year 521,408,011 462,333,280

i Prior Period Expenses (Net of Tax) 15,000 Nil

ii Balance of profit/(loss) 521,393,011 462,333,280

6 Appropriation of profit 295,656,726 282,896,455

i Bonus shares issued during the year Nil Nil

ii Proposed Dividend (Including Dividend 57,297,865 57,297,865 Tax)

iii Transfer to General Reserve 52,140,801 46,233,328

7 Dividend (in Rs) per ordinary share 17.00 16.5

8 Paid up Equity capital 123,250,370 123,250,370

9 Reserves except revaluation reserve 1,040,325,344 988,184,542

10 Surplus c/f 1,091,882,776 866,131,491

Your Directors wish to inform you that during the financial year ended 31st March, 2012, the sales and operating income was Rs 301.89 crores representing a growth of 28% and net profit after tax stood at Rs 52.14 crores representing a growth of 12.78% over the previous year.

The Board of Directors had in their meeting held on 20th October, 2011 declared the first interim dividend of Rs 7/- per equity shares absorbing a sum of Rs 86,275,259/- . The record date for the purpose of payment of interim dividend was 4th November, 2011 and the said interim dividend was paid in November 2011.

The Board of Directors had in their meeting held on 2 nd March, 2012 declared the second interim dividend of Rs 6/- per equity shares absorbing a sum of Rs 73,950,222/- . The record date for the purpose of payment of interim dividend was 16th March, 2012 and the said interim dividend was paid in March 2012.

Your Directors are pleased to recommend a final dividend of Rs 4/- per equity share of Rs 10/- each for the year ended 2011-12.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your company for the year and will sum up to a total of Rs 57,297,865/- including dividend distribution tax.

An amount of Rs 52,140,801/- would be transferred to the reserves.

OVERALL PERFORMANCE AND OUTLOOK

Being in the fashion business, your Company needs to keep innovating to meet the customer's expectations and deliver high quality products at a reasonable price and in line with changing trends. Your company is uniquely placed in the sector with an integrated business model that encompasses the complete value chain of design, manufacturing and sourcing, distribution, logistics and retailing. Your Company has an in-house team of designers that track national and international trends to create innovative fashionable products that customers would relate to. Your Company has state of the art manufacturing facilities that ensure quality and timely deliveries. This unique business model along with a strong and committed focus on its power brands has helped your Company sustain the challenging business environment.

All the key brands of your Company, Killer, Integriti, Lawman Pg3 and Easies, recorded healthy growth and are well positioned to target specific segments of the market.

The Indian retail market provides a big growth opportunity but also poses challenges for chasing growth profitably. Your company will continue to follow prudent financial policies while seeking growth opportunities.

While the market growth opportunities it remains susceptible to various factors like rising inflation, volatile financial markets, uncertainty over monsoons and other uncertain events. With more and more top of the line international brands entering Indian market the competition in the branded apparel industry continues to be getting fierce by the day.

While your company has an established presence in Metros and Tier -I cities your company is also penetrating into Tier -II and Tier - III cities. Your company would continue its thrust on product and design innovation. The apparel accessories business looks promising and would fuel your company's growth trajectory. Your company's presence in the women's segment will drive your company's growth with an increasing preference for western wear in the women's segment.

The medium/long term India retail story continues to look strong. Your company is cautiously optimistic about the year ahead.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED:

Your company had invested in aggregate Rs 34,550,000 (PY. Rs 34,550,000) in Joint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land in Surat SEZ and created building for setting up of production unit for producing of knitwear apparels for exports. In view of the sluggish demand in international market, most of the members of SEZ shelved their projects and approached to central government for de-notification of SEZ. The management is hopeful that the SEZ would be de-notified soon. Post de-notification WKPL shall dispose of the land and building and realise the proceeds to return it to joint venture partners.

No provision for diminution in the value of investment is considered necessary for the year ended March 2012 in view of the value of underlying assets base of joint venture, however your company as a matter of abundant precaution made provision aggregates to Rs 4,900,000 (PY Rs 4,900,000) and provision is grouped under 'Other long term provisions'.

CASH FLOW STATEMENT:

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

RELATED PARTY TRANSACTION:

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

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of your company, Mr. Dinesh P. Jain, Mr. Nimish G. Pandya and Mr. Popatlal F. Sundesha, Directors of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 2011-12, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 2011-12 on a 'going concern' basis.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the Certificate of Auditors, M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company is given separately under the head Management Discussion and Analysis and forms a part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT:

Your company has put in place a Code of Conduct effective 14th January, 2006, for its Board members and Senior Management Personnel. Declaration of compliance with the code of conduct have been received from all the Board Members and Senior Management Personnel. A certificate to this effect from the Mr. Kewalchand P Jain, Chairman & Managing Director forms a part of this Report.

AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement your company has constituted an Audit Committee which consists of three non-executive independent Directors of your Company viz. Mr. Mrudul D. Inamdar (Chairman of Audit Committee), Mr. Popatlal F. Sundesha and Mr. Nimish G. Pandya.

FIXED DEPOSIT:

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956.

LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your company has paid the applicable listing fees to the above Stock Exchanges upto date.

PENDING SHARES UPLOAD:

Your Company has opened a demat suspense account with the Edelwise Securities Limited and credited all the shares issued pursuant to the Initial Pubic Offer(IPO), which remain unclaimed despite the best efforts of your Company and Registrar to Issue.

i) Number of Shareholders outstanding at the beginning of the year: 7 Outstanding shares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached your Company for transfer of shares from suspense account during the year: Nil

iii) Number of shareholders to whom shares were transferred from suspense account during the year : Nil

iv) Aggregate number of shareholders outstanding at the end of the year: 7 Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

AUDITORS:

Your Company's Auditors M/s. Jain & Trivedi, Chartered Accountants and the joint Auditors M/s. N.A. Shah Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of your Company and being eligible offer themselves for re-appointment.

COST AUDITOR:

Pursuant to the provisions under section 233B of the Companies Act, 1956 your Company has appointed Mr. Vinayak Kulkarni, Cost Accountants as Cost Auditors of your Company for the financial year 2012-13.

PERSONNEL:

Employee relations continued to be cordial during the year ended 31st March, 2012. Your Company continued its thrust on Human Resource Development. Your company has initiated various customised training programs viz. personality development, development of inter personal skills, communication skills, public speaking etc. for its employees that enhance both personal as well career growth of the employees. These programs are conducted round the year by professional trainers as well as by the human resource department of your Company. Your company has also encouraged its employees to attend seminars and discussions conducted by professional institutions and trade bodies. The Board wishes to place on record its appreciation to all the employees in your Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year

INFORMATION UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975:

Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms a part of the Directors Report for the year ended 31st March, 2012. However pursuant to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors Report and Statement of 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 said statement may write to the Company Secretary at the registered office of your Company.

INFORMATION UNDER SECTION 217 (1)(E) OF COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988:

The information pursuant to Section 217(1)(e) of the Companies Act,1956, read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is given below:

A. Conservation Of Energy

The operations of your company are not energy intensive. However wherever possible your company strives to curtail the consumption of energy on a continued basis.

B. Technology Absorption, Adaptations & Innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo:

Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

Total Foreign Exchange used and earned:

FOB Value Rs 117,381,000

Domestic Sales NIL

Total Foreign Exchange outgo Rs 12,930,105

ACKNOWLEDGEMENTS:

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders, and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your company.

For and on behalf of the Board

Kewalchand P. Jain

Chairman & Managing Director

Dated: 10th May, 2012

Place: Mumbai

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2011.

fInancIal results

(Rs. in Crores)

Year Ended Year Ended Particulars 31 st March, 2011 31st March, 2010

Net Sales/Income from operations 235.31 175.16

Other Income 9.65 11.03

Total Expenditure 167.92 129.27

Gross profit (Before deducting any of the following) 77.05 56.92

Finance charges 2.06 2.33

Provision for depreciation 5.73 5.84

Tax provision 23.03 16.23

Net profit for the year 46.23 32.52

Balance of profit/(loss) 46.23 32.52

Proposed Dividend (Including Dividend Tax) 5.73 8.62

Interim Dividend(Including Dividend Tax) 9.34

Special Dividend(Including Dividend Tax) 8.60

Transfer to General Reserve 3.25

Dividend (in Rs.) per ordinary share 6.00

Paid up Equity capital 12.33 12.33

Reserves except revaluation reserve 98.82 94.20

Surplus c/f to Balance Sheet 86.61 68.67

Turnover & Profits

Your Directors wish to inform you that during the financial year ended 31st March, 2011, the sales and operating income was Rs. 235.31 Crores representing a growth of 34.34% and net profit after tax stood at Rs. 46.23 Crores representing a growth of 42.16% over the previous year.

Dividend

The Board of Directors had in their meeting held on 27th October, 2010 declared the frst interim dividend of Rs. 6.5/- per equity share absorbing a sum of Rs. 8.01 Crores. The record date for the purpose of payment of interim dividend was 9th November, 2010 and the said interim dividend was paid in November 2010.

The Board of Directors had in their meeting held on 29th March, 2011 adjourned to 2nd April, 2011 declared the second interim dividend ofRs. 6/- per equity shares absorbing a sum of Rs. 7.40 Crores. The record date for the purpose of payment of interim dividend was 16th April, 2011 and the said interim dividend was paid in April 2011.

Your directors are pleased to recommend a fnal dividend of Rs. 4/- per equity share of Rs. 10/- each for the year ended 31st March, 2011.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your Company for the year and will sum up to a total of Rs. 5.73 Crores including dividend distribution tax.

An amount ofRs. 4.62 Crores would be transferred to the reserves.

Overall Performance And Outlook

The year 2011 will possibly remain a watershed year for the branded apparel industry. "New Horizons, New Challenges" is what can summarise the situation. After staging a strong recovery post the severe downturn resulting from the global crisis in 2008, the industry was on a strong wicket driven by improved economic conditions and buoyant consumer sentiment. However, a combination of two key developments during the year - spiraling cotton prices and imposition of excise duty has resulted in new challenges to the sector. While cotton prices are subject to cyclical fuctuations and can be managed over a period of time, the impact of the excise levy is manifold affecting the entire value chain including manufacturers, distributors, retailers and last but not least the end customer.

Your Company however is optimistic about the long term potential of the Indian markets and has taken several steps towards creating a system driven, high performance organisation by targeting sustainable and profitable growth.

"Killer" the fagship brand of KKCLis one of the few brands in the country today with a presence of more than 2 decades. "Killer" continues to be vibrant brand with a strong value proposition. Our other brands "Lawman Pg3", "Easies" and "Integriti" have created a niche in the market and have consistently registered a commendable growth year on year. Your Company will retain focus on its key power brands and intends to nurture them further and replicate similar success across all.

Your Company is also optimistic about its foray into the lifestyle accessories business and foresees tremendous business potential in the lifestyle accessories business. Your Company has already launched various products i.e. deodorants, socks, handkerchief, swimwear, footwear, eyewear, to name a few and many more innovative products are in the offering. Your Company is confdent of continuing its successful journey with the same thrust in the lifestyle accessories business as it has in the branded apparel segment.

Investment In White Knitwear Private Ltd .

Your Company had invested in aggregate Rs. 34,550,000 (P.Y Rs. 34,550,000) in Joint Venture "White Knitwear Private Ltd." (WKPL). WKPL had acquired land in Surat SEZ and created building for setting up of production unit for producing of

knitwear apparels for exports. In view of the sluggish demand in international market, most of the members of SEZ shelved their projects and approached to central government for de-notification of SEZ. The management is hopeful that the SEZ would be de-notified soon. Post de-notification WKPL shall dispose of the land and building and realise the proceeds to return it to joint venture partners.

No provision for diminution in the value of investment is considered necessary in view of the value of underlying assets base of joint venture, however your Company as a matter of abundant precaution made provision towards its share of loss of Rs. 600,000 (P.Y Rs. 4,300,000) for the year ended 31st March, 2011 (cumulative share of loss aggregates to Rs. 4,900,000 (P.Y. Rs. 4,300,000) and provision is grouped under administrative & other expenses).

cash flow statement

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

Related Party Transaction

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

Directors

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of your Company, Mr. Hemant Jain, Mr. Vikas Jain and Dr. Prakash Mody, Directors of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

Corporate Governance

Report on Corporate Governance along with the Certificate of Auditors, M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges forms a part of this report.

Management Discussion And Analysis

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis and forms a part of this report.

Compliance With The Code Of Conduct

Your Company has put in place a Code of Conduct effective 14th January, 2006, for its Board members and Senior Management Personnel. Declaration of compliance with the code of conduct have been received from all the Board Members and Senior Management Personnel. A certificate to this effect from the Mr. Kewalchand P. Jain, Chairman & Managing Director forms a part of this Report.

Audit Committee

In accordance with Clause 49 of the Listing Agreement your Company has constituted an Audit Committee which consists of three Non-Executive independent directors of the Company viz. Mr. Mrudul D. Inamdar (Chairman of Audit Committee), Mr. Popatlal F. Sundesha and Mr. Nimish G. Pandya.

Fixed Deposit

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956.

Listing Fees

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. Your Company has paid the applicable listing fees to the above Stock Exchanges upto date.

Pending Shares Upload

The Company has opened a demat suspense account with Edelweiss Securities Ltd. and credited all the shares issued pursuant to the Initial Pubic Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to Issue.

i) Number of Shareholders outstanding at the beginning of the year: 7

Outstanding shares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the year: Nil

iii) Number of shareholders to whom shares were transferred from suspense account during the year : Nil

iv) Aggregate number of shareholders outstanding at the end of the year: 7 Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

Auditors

Your Company's auditors M/s. Jain & Trivedi, Chartered Accountants and the joint auditors M/s. N.A. Shah Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

Personnel

Employee relations continued to be cordial during the year ended 31st March, 2011. Your Company continued its thrust on Human Resource Development. Your Company has initiated various customised training programs viz. personality development, development of inter personal skills, communication skills, public speaking, etc. for its employees that enhance both personal as well career growth of the employees. These programs are conducted round the year by professional trainers as well as by the human resource department of the Company. Your Company has also encouraged its employees to attend seminars and discussions conducted by professional institutions and trade bodies. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

InformatIon under sectIon 217 (2a) of comPanIes act, 1956 read wIth comPanIes (PartIculars of emPloyees) rules, 1975

Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms a part of the Directors' Report for the year ended 31st March, 2011. However pursuant to the provisions of Section 219 (1) (b)(iv) of the Companies Act, 1956, the Directors' Report and Statement of 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 said statement may write to the Company Secretary at the registered office of your Company.

InformatIon under sectIon 217 (1)(e) of comPanIes act, 1956 read wIth comPanIes (dIsclosure of PartIculars In the re Port of the Board of dIrectors) rules, 1988

The information pursuant to Section 217(1)(e) of the Companies Act,1956, read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given below:

a. conSerVaTIon of ener Gy

The operations of your Company are not energy intensive. However wherever possible your Company strives to curtail the consumption of energy on a continued basis.

B. TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION: NOT APPLICABLE

c. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

total foreign exchange used and earned

FOB Value Rs. 72,165,704/-

Domestic Sales Rs. 340,928/-

Total Foreign Exchange outgo Rs. 5,756,725 /-

Acknowledgements

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders, and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

for and on behalf of the Board

Kewalchand P. Jain Chairman & Managing Director

Place: Mumbai Date: 26th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Amount in Rupees Crores)

Particulars Year Ended Year Ended 31st March 2010 31st March 2009

Net Sales/Income from operations 175.28 144.58

Other Income 11.03 8.36

Total Expenditure 129.38 124.47

Gross profit (Before deducting any of the following) 56.93 28.47

Finance charges 2.33 2.71

Provision for depreciation 5.84 5.04

Tax provision 16.22 6.46

Net profit for the year 32.52 14.26

Prior Period Expenses (Net of Tax) - -

Balance of profit/(loss) 32.52 14.26

Appropriation of profit - -

Bonus shares issued during the year , - -

Proposed Dividend (Including Dividend Tax) 8.62 4.33

Transfer to General Reserve 3.25 1.43

Dividend (in Rs.) per ordinary share 6.00 3.00

Paid up Equity capital 12.33 12.33

Reserves except revaluation reserve 94.20 90.94

Surplus c/f 68.67 48.03

TURNOVER & PROFITS:

Your Directors wish to inform you that during the financial year ended 31st March, 2010, the sales and operating income was Rs. 175.28 crores representing a growth of 21 % and net profit after tax stood at Rs. 32.52 crores representing a growth of 128% over the previous year.

DIVIDEND:

Your directors are pleased to recommend a final dividend of Rs. 6/- per equity share of Rs. 10/- each for the year ended 31st March, 2010.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your company for the year and will sum up to a total of Rs. 8,62,32,429/- including dividend distribution tax.

OVERALL PERFORMANCE AND OUTLOOK

Being in the fashion business, the company needs to keep innovating to meet the customers expectations and deliver high quality products at a reasonable price and in line with changing trends. Your company is uniquely placed in the sector with an integrated business model that encompasses the complete value chain of design, manufacturing and sourcing, distribution, logistics and retailing. The company has an in-house team of designers that track national and international trends to create innovative fashionable products that customers would relate to. The company has state of the art manufacturing facilities that ensure quality and timely deliveries. This unique business model along with a strong and committed focus on its power brands has helped the company sustain the challenging business environment and capitalize on the rebound in consumer confidence.

All the key brands of the company Killer, Integriti, LawmanPg3 and Easies, recorded healthy growth and are well positioned to target specific segments of the market. The growth in sales volume, better price realizations along with cost efficiencies have resulted in significant improvement in profitability of the business.

The Indian retail market provides a big growth opportunity but also poses challenges for chasing growth profitably. Your company will continue to follow prudent financial policies while seeking growth opportunities.

While consumer sentiment has improved it remains susceptible to various factors like rising inflation, volatile financial markets, uncertainty over monsoons and other uncertain events. With more and more top of the line international brands entering Indian market the competition in the branded apparel industry continues to be getting fierce by the day.

While your company has an established presence in Metros and Tier -I cities your company is also penetrating into Tier - II and Tier - III cities. Your company would continue its thrust on product and design innovation. The apparel accessories business looks promising and would fuel your companys growth trajectory. Your companys presence in the womens segment will drive your companys growth with an increasing preference for western wear in the womens segment.

The medium/long term India retail story continues to look strong. Your company is cautiously optimistic about the year ahead.

INVESTMENT !N WHITE KNITWEAR PRIVATE LIMITED:

Your company has made an aggregate investment of Rs. 345.50 lakhs in White Knitwear Private Limited (WKPL) by subscribing to 3,30,000 Equity shares of Rs. 10/- each and 31,25,000, 9% Redeemable Cumulative Preference Shares of Rs. 10/- each. WKPL has acquired land in Surat SEZ for manufacturing apparels for European and American market. WKPL has not commenced its in-house commercial production. In view of the global economic situation, WKPL has decided to explore alternatives to utilize its assets.

IPO FUND UTILISATION:

Your company entered the capital market with an issue of 31,00,037 Equity shares of Rs. 10/- each through 100% Book Building Route and the shares of your company got listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) on 13,h April, 2006. ,

In the Annual General Meeting (AGM) held on 4th August 2008, the members had accorded their consent for extension of time to attain the object of proceeds of the Initial Public Offer stated in the prospectus by a further period of two years from 31s March 2008 to 31st March 2010 as well as to reallocate the then balance unutilized amount.

Further, in the Extraordinary General Meeting (EGM) held on 30th December 2009, the members of the Company unanimously accorded their consent for reallocation of balance unutilized funds i.e. Rs. 333.46 millions in part or full for the use of any of the following objects: (a) setting up exclusive retail outlets; (b) setting up of new manufacturing units; (c) upgrading and augmentation of plant and machinery; (d) repayment of working capital demand loan/ cash credit limits; (e) repayment of term loan; (f) payment to creditors and (g) general corporate purposes.

The entire proceeds raised from the public issue has been utilized by your company for the objects of the issue (as amended by the shareholders in the AGM held on 4th August, 2008 and EGM held on 30th December, 2009). For a detailed description on the utilization of the issue proceeds please refer note no. 5 of part B to Schedule 21 to the Financial statements.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of your company, Mr. Popatlal Sundesha , Mr. Mrudul Inamdar and Mr. Nimish Pandya, Directors of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31sl March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the Certificate of Auditors, M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the company is given separately under the head Management Discussion and Analysis and forms a part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT:

Your company has put in place a Code of Conduct effective 14th January, 2006, for its Board members and Senior Management Personnel. Declaration of compliance with the code of conduct have been received from all the Board Members and Senior Management Personnel. A certificate to this effect from the Mr. Kewalchand P. Jain, Chairman & Managing Director forms a part of this Report.

AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement your company has constituted an Audit Committee which consists of three non-executive independent directors of the company viz. Mr. Mrudul D. Inamdar (Chairman of Audit Committee), Mr. Popatlal F. Sundesha and Mr. Nimish G. Pandya.

FIXED DEPOSIT:

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956.

LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your company has paid the applicable listing fees to the above Stock Exchanges upto date.

PENDING SHARES UPLOAD:

The company has opened a demat suspense account with the Edelwise Securities Limited and credited all the shares issued pursuant to the Initial Pubic Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to Issue.

i) Number of Shareholders outstanding at the beginning of the year: 8

Outstanding shares in the demat suspense account at the beginning of the year: 215

ii) Number of shareholders who approached the company for transfer of shares from suspense account during the year: 1

iii) Number of shareholders to whom shares were transferred form suspense account during the year: 1

iv) Aggregate number of shareholders outstanding at the end of the year: 7 Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

AUDITORS:

Your companys auditors M/s. Jain & Trivedi, Chartered Accountants and the joint auditors M/s. N.A. Shah Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for re-appointment.

PERSONNEL:

Employee relations continued to be cordial during the year ended 31s( March, 2010. Your Company continued its thrust on Human Resource Development. Your company has initiated various customized training programs viz. personality development, development of inter personal skills, communication skills, public speaking etc. for its employees that enhance both personal as well career growth of the employees. These programs are conducted round the year by professional trainers as well as by the human resource department of the company. Your company has also encouraged its employees to attend seminars and discussions conducted by professional institutions and trade bodies. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

INFORMATION UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975:

Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms a part of the Directors Report for the year ended 31st March, 2010. However pursuant to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors Report and Statement of 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 said statement may write to the Company Secretary at the corporate office of your Company.

INFORMATION UNDER SECTION 217 (1)(e) OF COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 :

The information pursuant to Section 217(1)(e) of the Companies Act,1956, read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is given below:

A. CONSERVATION OF ENERGY

The operations of your company are not energy intensive. However wherever possible your company strives to curtail the consumption of energy on a continued basis.

B. TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION: Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

Total Foreign Exchange used and earned:

FOB Value Rs. 60,193,684/-

Domestic Sales Rs. 1,192,009/-

Total Foreign Exchange outgo Rs. 140,83,988/-

ACKNOWLEDGEMENTS:

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders, and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your company.

For and on behalf of the Board KEWALCHAND P. JAIN

CHAIRMAN & MANAGING DIRECTOR

Dated: 13th May, 2010 Place: Mumbai

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