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Directors Report of Mandhana Industries Ltd.

Mar 31, 2015

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

2015 2014

Total Turnover 168,497.75 151,793.76

Other Income 748.31 (301.51)

Profit Before Interest, Depreciation and Taxation 27,813.10 23,737.24

Less: Interest 10,775.88 9,697.21

Depreciation 3,999.63 2,918.71

Profit Before Taxation 13,037.59 11,121.32

Less: Provision for Taxation

Current Tax 4,412.95 3,292.46

Deferred Tax 190.62 801.43

Net Profit for the Year 8,434.02 7,027.43

Less: Income Tax paid for earlier year 125.42 1,103.17

Profit after Taxation 8,308.60 5,924.26

Add: Balance of Profit from earlier years 31,549.84 27,450.65

Amount available for Appropriations 39,858.44 33,374.91

Add: Transfer from Debenture Redemption Reserve (Net of Deferred Tax Liability) 100.00 -

Less: Dividend (Proposed) 662.48 662.48

Tax on distributed Profits 134.89 112.59

Transitional provision for depreciation as per Schedule II of the Act 164.32 - (Net of Deferred tax)

Transfer to Debenture Redemption Reserve - 250.00

Transfer to General Reserve 800.00 800.00

Balance carried forward 38,196.76 31,549.84

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

During the year under review, the textiles and garments segment grew at a balanced rate of 9.94% and 10.79%, which resulted in your company achieving sales of Rs.168,497.75 lacs, reflecting a growth of approximately 11.00% over the last fiscal. EBIDTA margin increased to 16.06% vis-à-vis 15.84% due to sustained expansion of Brand "Being Human" in the product sales mix and therefore garment segment rising faster than textiles. The net profit for the year increased from Rs.7,027.43 lacs last year to Rs.8,434.02 lacs this year replicating steady growth of 4.63% from last year to 5.01% in the current year. The margins for both the segments have become more competitive.

The management has taken several measures to ensure better management of working capital, monitoring of project performance on continuous basis and completion of projects as per schedule to avoid cost and time over run.

A detailed discussion of operations for the year ended 31st March, 2015 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2014-15

With a view to unlock the valuation of the Company's Retail Operation segment, the Board of Directors of the Company at its meeting held on 22nd November, 2014 decided to demerge its retail business of brand 'Being Human'("the Retail Business") into a separate company viz. Mandhana Retail Ventures Limited ("MRVL"), to be listed post demerger, subject to sanction of the High Court of judicature at Bombay / National Company Law Tribunal and other statutory/regulatory authority(ies) as may be required. It has decided to transfer the Retail Business along with all its assets and liabilities into MRVL. It has been further decided to transfer all the properties, assets, liabilities etc. of the Retail Business at the value appearing in its books of accounts immediately before the demerger. Appointed Date of demerger has been proposed to be 1st April, 2014. The Company has filed draft Scheme of Arrangement/Demerger along with all the required documents with BSE Limited and National Stock Exchange of India Limited.

It is further proposed that shareholders of the Company shall receive 2 equity shares of MRVL for every 3 equity shares held in the Company in accordance with the valuations determined by the Valuation Expert.

DIVIDEND

The Company is pleased to report that the Board has recommended a final dividend of Rs.2/- per equity share of Rs.10/- each fully paid-up i.e. 20% for the financial year ended 31st March, 2015. The final dividend will absorb an amount of Rs.662.48 Lacs (excluding Dividend Distribution tax of Rs.134.89 Lacs).

CORPORATE GOVERNANCE

The Board believes and reaffirms its commitment to transparency and high level of corporate governance practices to discharge their stewardship responsibilities. A corporate Governance Report is annexed to Director's Report and Auditors'Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2014-15. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this annual report.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

NON CONVERTIBLE DEBENTURES (NCDs)

40 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each aggregating to Rs.4,00,00,000/- have been redeemed during the year in accordance with terms of the issue. The details of outstanding NCDs as on 31st March, 2015 are provided in annexure to Note No. 3 on Long Term Liabilities forming part of Financial Statements contained in the Annual Report.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders whose details are provided in the Corporate Governance Section of the Annual Report.

The applicable listing fees have been paid to the stock exchanges.

DIRECTORS

Mr. Sanjay Asher has resigned as a Director of the Company with effect from 30th September, 2014 in order to meet the requirements of limit on number of directorships laid under the provisions of the Companies Act, 2013 and amended Clause 49 of the Listing Agreements notified by Securities and Exchange Board of India vide its circular dated April 17, 2014. The Company places on record the valuable contribution of Mr. Sanjay Asher during his tenure as Director.

Pursuant to recommendation of the Nomination & Remuneration Committee, the Board of Directors vide circular resolution dated 3rd November, 2014 appointed Mr. Prashant Asher as Additional Director (Non-Executive and Independent Director) of the Company, who holds office up to the date of this Annual General Meeting, under the provisions of Article 151 of the Articles of Association of the Company and Sections 149, 150, 152 and 161 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under and Clause 49 of the Listing Agreements. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Companies Act, 2013, Mr. Purushottam C. Mandhana retires by rotation at this Annual General Meeting and is eligible for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of directors is provided in the notice of the ensuing annual general meeting. The Board of Directors has recommended his reappointment for consideration of the shareholders.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 5 Board Meetings were convened and held, details of which are given in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www. mandhana.com/investorrelations.html

AUDIT COMMITTEE

The Audit Committee comprises of five members viz. 4 Independent Directors and 1 Executive Director, given as under:

1. Mr. Khurshed M. Thanawalla - Chairman

2. Mr. Ghyanendra Nath Bajpai

3. Mr. Prashant K. Asher

4. Mr. Dilip G. Karnik

5. Mr. Purushottam C. Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Section of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination and Remuneration Policy are given under Annexure - 'D'to this Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No loans, guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis.

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Post October 1, 2014, prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

MANAGERIAL REMUNERATION

Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director and Company Secretary during FY2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director /KMP and Remuneration of % increase in No. Designation Director/ KMP for remuneration in FY 2014-15 FY 2014-15 (Rs.)

1 Purushottam C. Mandhana 2,43,99,600 0.17% - Chairman & Managing Director

2 Biharilal C. Mandhana 73,83,600 0.35% - Executive Director

3 Manish B. Mandhana 1,70,91,600 0.24% - Joint Managing Director

4 Ghyanendra Nath Bajpai 4,30,000 Note 1 - Independent Director

5 Sanjay K. Asher 80,000 Note 2 - Independent Director

6 Khurshed M. Thanawalla 4,30,000 Note 1 - Independent Director

7 Dilip G. Karnik 3,05,000 Note 1 - Independent Director

8 Sangeeta M. Mandhana 50,000 Note 3 - Non-Executive Director

9 Prashant K. Asher 3,25,000 Note 4 - Independent Director

10 Vinay Sampat 20,00,616 19.24% - Company Secretary

Name of Director Ratio of remuneration of Comparison of the each Whole-Time Director remuneration of KMP to median remuneration of against Company's employees performance

Purushottam C. Mandhana 235.74 Profit after tax for FY 2014-15 is Rs.8,434.02 Biharilal C.Mandhana 71.34 Lacs as against Rs.7,027.43 Lacs in FY 2013-14.

Manish B.Mandhana 165.14

Ghyanendra Nath Bajpai N.A. N.A.

Sanjya K.Asher N.A. N.A.

Khurshed M.Thanawalla N.A. N.A.

Dilip G.Karnik N.A. N.A.

Sangeeta M.Mandhana N.A. N.A.

Prashant K.Asher N.A. N.A.

Vinay Sampat N.A. Profit after tax for FY 2014-15 is Rs.8,434.02 Lacs as against Rs.7,027.43 Lacs in FY 2013-14.

Note 1: Pursuant to Section 197 of the Companies Act, 2013, a Company may pay sitting fees to Directors up to Rs.1 Lakh per meeting for each of the meetings of the Board and Committees thereof attended by them. At the Board Meeting held on 14th November, 2014, sitting fees payable to the Non-Executive Directors for attending Board and Audit Committee Meetings was increased to Rs.50,000/- eacRs. and Rs.25,000/- each for other Committee meetings attended as against Rs.20,000/- for Board Meetings and Rs.10,000/- for Committee Meetings fixed by the Board at its meeting held on 7th March, 2008. In view of this, the remuneration paid to the Independent Directors for FY2014- 15 is not comparable to the remuneration paid in FY2013-14.

Note 2: Mr. Sanjay K. Asher has ceased to be Director with effect from 30th September, 2014 and hence the remuneration paid to Mr. Sanjay K. Asher for FY2014-15 is not comparable to the remuneration paid in FY2013-14.

Note 3: Mrs. Sangeeta Mandhana appointed as Additional Director with effect from 5th August, 2014 and her appointment as Non-Executive Director was approved by the Members at the Annual General Meeting held on 18th September, 2014 and hence the remuneration paid to Mrs. Sangeeta Mandhana for FY2014-15 is not comparable to the remuneration paid in FY2013-14.

Note 4: Mr. Prashant K. Asher appointed as Additional Director with effect from 3rd November, 2014 and hence the remuneration paid to Mr. Prashant K. Asher for FY2014-15 is not comparable to the remuneration paid in FY2013-14.

Note 5: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company's contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY2014-15 was Rs.1,03,500/-;

iii. In the financial year under review, there was an increase of 10.58% in the median remuneration of employees;

iv. There were 5,175 permanent employees on the rolls of the Company as on 31st March, 2015;

v. Relationship between average increase in remuneration and Company's performance

The increase in median remuneration of employees was 10.58%. As regards Company's performance, its Profit after Tax (PAT) for the financial year 2014-15 was Rs.8,434.02 Lakh as against PAT of Rs.7,027.43 Lakh for the financial year 2013-14.

Remuneration to Employees is as per the HR Policy of the Company in force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises fixed pay, perquisites, retiral benefits and performance pay. Performance Pay, which is the variable component of remuneration and comprises a significant portion of total remuneration is, amongst other factors, linked to Company's performance.

vi. a) Variations in the market capitalisation of the Company The market capitalisation as on March 31, 2015 was Rs.87,844.62 Lakh (Rs.76,549.36 lakh as on March 31, 2014).

b) Price Earnings Ratio of the Company was Rs.10.57 as at March 31, 2015 and was Rs.12.92 as at March 31, 2014.

vii. Percent increase over/ decrease in the market quotations of the shares of the company as compared to the price at which the last public offer was made

The last offer of shares to the public was made in May, 2010, which was the Initial Public Offer of 83,00,000 equity shares of Rs.10/- each at a price of Rs.130/- per share. As against this, the average closing price of the Company's equity shares on the Stock Exchange for FY 2014-15 was Rs.248.85. which represents the increase of 91.42% over the IPO offer price.

viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY2014-15 was 14.86%. Average percentage increase in managerial personnel in the last financial year i.e. FY 2014-15 was 0.22%. Increase in the managerial remuneration is in accordance with the ordinary resolutions passed at the Annual General Meeting of the Company held on 19th September, 2013.

ix. Key parameters for the variable component of remuneration availed by Directors Not Applicable.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable

xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

STATUTORY AUDITORS AND AUDITORS REPORT

In accordance with Sec 139 of the Companies Act, 2013, M/s. Vishal H. Shah & Associates, Chartered Accountants, Firm Registration no. 116422W were re-appointed by the shareholders of the Company at the Annual General Meeting held on September 18, 2014, as Statutory Auditors for a period of 3 years to hold office until the conclusion of the 33rd Annual General Meeting of the Company in calendar year 2017. In accordance with the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure. M/s. Vishal H. Shah & Associates, Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors if ratified at this Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2015. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

COST AUDIT REPORT

The Cost Audit report for the year ended March 31, 2014 was due on September 30, 2014 and was filed by M/s. Joshi Apte and Associates, Cost Accountants, on 16th September, 2014.

The Companies (cost records and audit) Rules, 2014 were notified by the Ministry of Corporate Affairs (MCA) on 30th June, 2014. As per these rules the textile sector was out of purview of cost audit. However, the MCA amended the said rules by the Companies (Cost Records and Audit) Amendment Rules, 2014 notified on 31st December, 2014. As per amended rules the CETA Heading 5004 to 5007; 5106 to 5113; 5205 to 5212; 5303; 5310; 5401 to 5408; 5501 to 5516 for Textile Sector is covered under the scope of applicability of cost records and audit thereof effective 1st April 2015.

M/s. Babulal M. Parihar & Co., Cost Accountants, have been duly appointed as Cost Auditors by the Board of Directors of the Company at its meeting held on 13th August, 2015 for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending 31st March, 2016. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year 31st March, 2016.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No.FCS-3137) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure – 'E'and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Mr. Purushottam C. Mandhana, Chairman & Managing Director possesses extensive proficiency in financial and risk management operations garnered through his association with the Company from its inception and vast experience in the textile industry. He also heads the Finance Department of the Company and performing required duties and functions of a Chief Financial Officer.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY 2014-15 is enclosed as Annexure – 'C'.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate Company as on 31st March, 2015.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

No material changes and commitments have taken place which may have impact on the financial position of the Company after the Balance Sheet date i.e. 31st March, 2015 till the date of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that;

i) in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual financial statements on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - A forming part of this Report.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3) (2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 are provided under Annexure – 'B'to this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is provided under Annexure - 'F'forming part of this Report.

OTHERS

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. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

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.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.



For and on behalf of the Board of Directors



Place: Mumbai PURUSHOTTAM C. MANDHANA

Dated:13th August, 2015 (Chairman and Managing Director)


Mar 31, 2014

Dear Shareholders,

The Directors have the pleasure in presenting the 30th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) 2014 2013

Total Turnover 151,793.76 136,306.36

Other Income (301.51) (454.62)

Profit Before Interest, Depreciation and 23,737.24 19,299.23 Taxation

Less: 1. Interest 9,697.21 7,059.32

2. Depreciation 2,918.71 2,624.21

Profit Before Taxation 11,121.32 9,615.70

Less: Provision for Taxation Current Tax 3,292.46 2,423.05

Deferred Tax 801.43 638.76

Net Profit for the Year 7,027.43 6,553.90

Less: Income Tax paid for earlier year 1,103.17 20.08

Profit after Taxation 5,924.26 6,533.82

Add : Balance of Profit from earlier years 27,450.65 24,236.81

Amount available for Appropriations 33,374.91 30,770.63

Less: Dividend (Proposed) 662.48 662.48

Tax on distributed Profits 112.59 107.47

Transfer to Debenture Redemption Reserve 250.00 1,750.00

Transfer to General Reserve 800.00 800.00

Balance carried forward 31,549.84 27,450.67

The Companies Bill 2012 got its assent in the Lok Sabha on 18th December, 2012 and in the Rajya Sabha on 8th August, 2013 and after receiving the assent of the President of India on 29th August, 2013, it has now become the Companies Act, 2013 ("the Act") which replaced the Companies Act, 1956. However, this report pertains to financial year that commenced prior to 1 st April, 2014, the contents therein are governed by the

relevant provisions / schedules / rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4th April, 2014 issued by the Ministry of Corporate Affairs.

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

During the year under review, the textiles and garments segment grew at a balanced rate of 9.12% and 21.67%, which

resulted in your company achieving sales of Rs. 151,793.76 lacs, reflecting a growth of approximately 11.36% over the last fiscal. EBITDA margin increased to 15.83% vis-a-vis 14.49% due to sustained expansion of Brand "Being Human" in the product sales mix and therefore garment segment rising faster than textiles. The net profit for the year increased from Rs. 6,535.89 lacs last year, to Rs. 7,027.43 lacs this year. The slender increase of 4.63% in net profit was mainly attributable to various factors especially the income tax paid in this fiscal for the earlier years. Also, the rupee and the commodity price fluctuation alongwith interest rates have impacted the net profit. The margins for both the segments have become more competitive.

The management has taken several measures to ensure better management of working capital, monitoring of project performance on continuous basis and completion of projects as per schedule to avoid cost and time over run.

Highlights of performance and business overview are discussed in detail in Management Discussion and Analysis forms part of this Annual Report.

DIVIDEND

The Company is pleased to report that the Board has recommended a final dividend of 20% for the financial year ended 31st March, 2014. The final dividend will absorb an amount of Rs. 662.48 Lacs (excluding Dividend Distribution tax ofRs. 112.59 Lacs).

CORPORATE GOVERNANCE

The Board believes and reaffirms its commitment to transparency and high level of corporate governance practices to discharge their stewardship responsibilities. A corporate Governance Report is annexed to Directors'' Report and Auditors'' Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2013-14. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this annual report.

SEBI vide its Circular No.CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 has notified the revised Clause 49 of the Listing Agreement to be applicable with effect from 1st October, 2014. This Report therefore stands complied against the previous Clause 49 of the Listing Agreement.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

N0N CONVERTIBLE DEBENTURES (NCDS)

The Company has issued and allotted 100 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 10,00,00,000/-. The same are listed on the Wholesale Debt Market segment of BSE Limited (BSE) on 21st October, 2013.

The Company had issued and allotted 200 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 20,00,00,000/- and 500 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 50,00,00,000/- on a private placement basis on 15th March, 2013 and 28th March, 2013, respectively in the previous financial year. The same are listed on the Wholesale Debt Market segment of BSE Limited (BSE) on 3rd April, 2013 and 10th April, 2013, respectively.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders whose details are provided in the Corporate Governance Section of the Annual Report.

The applicable listing fees have been paid to the stock exchange.

DIRECTORS

Mr. Khurshed M. Thanawalla, Mr. Sanjay K. Asher, Mr. Ghyanendra Nath Bajpai and Mr. Dilip G. Karnik were appointed as Independent Directors of the Company under the provisions of the Companies Act, 1956 and were liable to retire by rotation.

However pursuant to section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. The Board already has half of its directors in the category of Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement. The Board therefore, in its meeting held on 5th August, 2014 appointed the existing Independent Directors under Clause 49 as ''Independent Directors'' pursuant to provisions of the said Act, subject to the approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

The Independent Directors have submitted the Declaration of Independence, as required under Section 149(6) of the Act, declaring that they meet the criteria of independence.

In view of the provisions of the Companies Act, 2013 (''Act''), Mr. Biharilal C. Mandhana has now become retiring director and retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of directors is provided in the notice of the ensuing annual general meeting.

In view of second proviso to Sub section 1 of Section 149 of Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the amended clause 49 of the Listing Agreements effective from 1st October, 2014, the Company has appointed Mrs. Sangeeta M. Mandhana as an additional Non - Executive Director on the Board of the Company at its meeting held on 5th August, 2014. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

STATUTORY AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Vishal H. Shah & Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

COST AUDIT REPORT

The Cost Audit report for the year ended 31 st March, 2013 was due on 30th September, 2013 and was filed by M/s. Joshi Apte and Associates, Cost Accountants, on 27th September, 2013.

M/s Joshi Apte and Associates, Cost Accountants had been appointed as Cost Auditor for the financial year ended 31st March, 2014. The Cost Audit Report and compliance report for the financial year ended 31st March, 2014 is expected to be filed within the prescribed time.

CORPORATE SOCIAL RESPONSIBILITY

Your Company welcomes the initiative taken by the Ministry of Corporate Affairs with an aim to embrace responsibility for the corporates actions and encourage a positive impact through its activities on the environment, consumers, communities including employees and all other members of the public sphere who may also be considered stakeholders.

Section 135 of the Companies Act, 2013 speaks of Corporate Social Responsibility (CSR) alongwith the Rules thereunder and revised Schedule VII were notified on 27th February, 2014 to come into effect from 1 st April, 2014. As the Company being covered under the provisions of the said Section, it has formed a Committee of Directors, titled "Corporate Social Responsibility Committee" at its Board Meeting held on 20th May, 2014.

Now the Committee has put in place a CSR Policy and the said Committee would be continuously monitoring the said Policy of the Company. However, the said Section being enacted with effect from 1st April 2014, necessary details as prescribed under the said Section shall be presented to the members in the annual report for the year 2014-15.

Even when the said provisions were not mandated by the Ministry of Corporate Affairs, your company demonstrated a sense of responsibility towards society and environment. The Company has made green thinking a part of its business agenda to reduce its carbon footprint, energy & water conservation, waste reduction and product innovation.

SUBSIDIARIES

The Company has no subsidiary as on 31st March, 2014.

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 that;

i) In the preparation of the accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

iv) The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed to this report and forms integral part of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2014, are annexed to this report.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Directors

Purushottam C. Mandhana (Chairman and Managing Director) Place: Mumbai Dated: 5th August, 2014


Mar 31, 2013

The Directors have the pleasure in presenting the 29th Annual Report and the Audited Accounts of the Company for the year ended 31st March'' 2013.

Financial Highlights

(Rs.in lacs)

2013 2012

Total Turnover 136''306.36 98''014.81

Other Income (454.62) 86.51

Proft Before Interest'' Depreciation and Taxation 19''299.23 18''555.34

Less: 1. Interest 7''059.32 5''904.12

2. Depreciation 2''624.21 2''333.49

Proft Before Taxation 9''615.70 10''317.73

Less: Provision for Taxation

Current Tax 2''423.05 2''087.39

Deferred Tax 638.76 873.75

Less: Income Tax paid for earlier year 20.08 46.48

Proft after Taxation 6''533.82 7''310.11

Add : Balance of Proft from earlier years 24''236.81 18''496.65

Amount available for Appropriations 30''770.63 25''806.76

Less: Dividend (Proposed) 662.48 662.48

Tax on distributed Profts 107.47 107.47

Transfer to Debenture Redemption Reserve 1''750.00

Transfer to General Reserve 800.00 800.00

Balance carried forward 27''450.67 24''236.81

Company Performance and Business Overview

During the year under review'' your company concentrated in setting up and operationalizing Brand "Being Human". The export and domestic market for textiles and garments grew at an evenhanded rate of 38.21% and 43.11%'' which resulted in your company achieving sales of Rs. 136''306.36 lacs'' refecting a growth of approximately 39.70% over the last fscal. EBITA increased marginally to Rs. 19''753.85 lacs vis-à-vis Rs. 18''155.35 lacs. The net proft of the Company declined from Rs. 7''310.11 lacs last year'' to Rs. 6''533.82 lacs this year'' mainly due to increase in yarn price'' negative foreign exchange income and higher operating costs due to launch of retail brand "Being Human".

Your Company foresees a worthy scope in the domestic and exports markets for its products and also expects to see a signifcant rise in its income from the retail operations for the next fscal. However'' frequent and wide fuctuations in the foreign currency and high interest rate regime continue to a challenge.

Your Company has commenced commercial production from its maiden garment unit facility in Tarapur'' Maharashtra with effect from 1st March'' 2013.

Highlights of performance and business overview are discussed in detail in Management Discussion and Analysis forms part of this Annual Report.

Dividend

The Company is pleased to report that the Board has recommended a fnal dividend of 20 % for the fnancial year ended 31st March'' 2013. The fnal dividend will absorb an amount of Rs. 662.48 lacs (excluding Dividend Distribution tax of Rs. 107.45 lacs).

Corporate Governance

The Board believes and reaffrms its commitment to transparency and high level of corporate governance practices'' to discharge their stewardship responsibilities.

A Corporate Governance Report is annexed to Director''s Report and Auditors Certifcate regarding compliance of the Corporate Governance is made part of Annual Report.

Public Deposit

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act'' 1956 and rules made thereunder.

Non Convertible Debentures (NCDs)

The Company has issued and allotted 200 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 1''000''000/- each aggregating to Rs. 200''000''000/- and 500 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs.1''000''000/- each aggregating to Rs.500''000''000/- on a private placement basis on 15th March'' 2013 and 28th March'' 2013'' respectively.

Further'' the NCDs allotted on 15th March'' 2013 aggregating to Rs. 200''000''000/- and NCDs allotted on 28th March'' 2013 aggregating to Rs. 500''000''000/-are listed on the Wholesale Debt Market segment of Bombay Stock Exchange Limited (BSE) on 3rd April'' 2013 and 10th April'' 2013'' respectively.

The applicable listing fees have been paid to the stock exchange.

Directors

Mr. Khurshed M. Thanawalla'' Director of the Company retires from the Board by rotation in accordance with the provisions of Companies Act'' 1956 and the Articles of Association of the Company and being eligible'' offers himself for re- appointment.

The particulars of the Director proposed to be re-appointed are given in the Corporate Governance Report as annexed to the Directors'' Report and forms part of Annual Report.

Auditors

M/s. Vishal H. Shah & Associates'' Chartered Accountants'' the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certifcate pursuant to Section 224(1) of the Companies Act'' 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

Pursuant to directions from the Department of Company affairs'' M/s Joshi Apte and Associates'' Cost Accountants have been appointed as Cost Auditors for the year 2012- 13. In terms of the Cost Audit Rules'' 2011'' the Cost Audit Report''is required to be fled within 180 days from the end of the fnancial year or as per date notifed by the Ministry of Corporate Affairs. M/s Joshi Apte and Associates'' Cost Accountants have also been appointed as Cost Auditors for the year 2013-14.

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 confrmed that;

i) In the preparation of the accounts for the fnancial year ended 31st March'' 2013'' the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft of the Company for the year under review;

iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the accounts for the fnancial year ended 31st March'' 2013 on a ''going concern'' basis.

Particulars of Employees

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules'' 2002 is annexed to this report and forms integral part of this report.

Particulars of Energy Conservation'' Technology Absorption and Foreign Exchange and Outgo

Particulars with respect to conservation of energy'' technology absorption and foreign exchange earnings and outgo'' as per section 217(1) (e) of the Companies Act'' 1956'' read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 and forming part of the Directors'' Report for the year ended 31st March'' 2013'' are annexed to this report.

Corporate Social Objectives

Your Company sees Corporate Social Responsibility as an integral part of its activities. As a Corporate Citizen'' the Company is dedicated to a viable development that benefts the communities in interrelating during the course of business.

Your Company looks to continual improvement and sustainability in energy conservation'' reduction in pollution and waste generation and recycling of resources and cost savings.

Acknowledgement

The Directors take this opportunity to thank the Shareholders'' Financial Institutions'' Banks'' Customers'' Suppliers'' Regulators'' Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work'' dedication and commitment.

For and behalf of the Board of Directors

Purushottam C.mandhana

(Chairman and Managing Director)

Place : Mumbai

Dated: 6th August'' 2013


Mar 31, 2012

The Directors have the pleasure in presenting the 28th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2012 2011

Total Turnover 98,014.81 83,829.28

Other Income 86.51 516.19

Profit Before Interest, Depreciation and Taxation 18,468.83 14,738.31

Less : 1. Interest 5,904.12 3,386.90

2. Depreciation 2,333.49 1,927.72

Profit Before Taxation 10,317.73 9,939.88



(Rs.in lacs) 2012 2011

Less : Provision for Taxation

Current Tax 2,087.39 2,331.14

Deferred Tax 873.75 807.31

Less: Income Tax paid for earlier year 46.48 126.02

Profit after Taxation 7,310.11 6,675.41

Add : Balance of Profit from earlier years 18,496.65 13,193.74

Amount available for Appropriations 25,806.76 19,869.16

Less : Dividend (Proposed) 662.48 662.48

Tax on distributed Profits 107.47 110.03

Transfer to General Reserve 800.00 600.00

Balance carried forward 24,236.81 18,496.65

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

Financial year 2011-12 witnessed another year of high inflation and interest rate regime, decelerating growth along with slowdown in international market and investment climate affecting businesses environment resulting in moderated growth.

Your Company achieved a total turnover of Rs. 98,014.81 lacs for the year ended 31st March, 2012 as against Rs. 83,829.28 lacs in the previous year, with EBIDTA at Rs. 18,468.83 lacs against an EBIDTA of Rs. 14,738.31 in the previous year and has earned a net profit of Rs. 7,310.11 lacs versus Rs. 6,675.41 lacs in the previous year. This represents a growth of 16.92% in turnover, 25.31% in EBIDTA and 9.51% in terms of net profit.

Highlights of performance and business overview are discussed in detail in Management Discussion and Analysis forms part of this Annual Report.

dividend

Your Company had declared and paid an interim Dividend of 10% for the financial year ended 31st March, 2012 in February, 2012 absorbing an amount of Rs. 331.24 lacs (excluding Dividend Distribution tax of Rs. 53.74 lacs). The Company is pleased to report that the Board has recommended a final dividend of 10 % for the financial year ended 31st March, 2012. The final dividend will absorb an amount of Rs. 331.24 lacs (excluding Dividend Distribution tax of Rs. 53.74 lacs). The total dividend outflow for the year 31st March, 2012 aggregating Rs. 662.48 lacs (excluding Dividend Distribution tax of Rs. 107.48 lacs) represents 20 % of the Company's paid-up share capital.

CORPORATE GOVERNANCE

The Board reaffirms its commitment to the good corporate governance practices, which they see as fundamental to discharging their stewardship responsibilities. The Board strives to provide the right leadership, strategic oversight and focuses on its resources, strength and strategies to achieve and maintain sustainable growth and to create long-term value to all of the Company's Stakeholders.

A corporate Governance Report is annexed to Directors' Report and Auditors Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. Ernest Robin Cornelius, Director of the Company retires from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The particulars of the Director proposed to be re-appointed are given in the Corporate Governance Report as annexed to the Directors' Report and forms part of Annual Report.

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 that;

i) In the preparation of the accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

iv) The Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

particulars OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2011 is annexed to this report and forms integral part of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2012, are annexed to this report.

CORPORATE SOCIAL OBJECTIVES

Corporate social Responsibility continues to be an important factor in the activities of the Company, as Corporate Citizen. The Company is committed to a sustainable development and constantly making efforts to carry out initiative that benefits the communities interacting with us during the course of business.

AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Director

PURUSHOTTAM C.MANDHANA

(Chairman and Managing Director)

PLACE : MUMBAI

DATED : 6th August, 2012


Mar 31, 2011

To The Members

The Directors have the pleasure in presenting the 27th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

2011 2010

Total Turnover 83,829.28 62,579.10

Other Income 168.53 (1,675.09)

Profit Before Interest, Depreciation and Taxation 14,906.83 11,028.88

Less: 1. Interest 3,039.23 2,643.12

2. Depreciation 1,927.72 1,725.76

PROFIT BEFORE TAXATION 9,939.88 6,660.00

Less : Provision for Taxation

Current Tax 2,331.14 1,174.58

Deferred Tax 807.31 1,350.85

MAT Recievable - (212.64) Less: Income Tax paid for earlier year 126.02 7.13

PROFIT AFTER TAXATION 6,675.41 4,340.08

Add : Balance of Profit from earlier years 13,193.74 9,834.74

Amount available for Appropriations 19,869,16 14,174.82

Less: Dividend (Proposed) 662.48 496.67

Tax on distributed Profits 110.03 84.41

Transfer to General Reserve 600.00 400.00

BALANCE CARRIED FORWARD 18,496.65 13,193.74

OPERATIONS REVIEW

Despite of increase in competition and rise in yarn prices, your Company was able to improve its net margins. This was mainly due to effective control mechanism, installation of new machinery, expansion of existing divisions, innovations and improvement in productivity and product mix and other operational parameters.

Your Company achieved a total turnover of Rs. 83,829.28 Lacs for the year ended 31st March, 2011 as against Rs. 62,579.10 Lacs in the previous year. The Company has earned a net profit of Rs. 6,675.41 Lacs versus Rs. 4,340.08 Lacs in the previous year. This represents a growth of 33.96% in turnover and 53.81% in terms of net profit.

Despite of steady increase in cotton and yarn prices throughout the year, your Company has managed to maintain and achieve better sales and net margins. The Company has achieved sale ofRs. 68,627.62 Lacs in domestic market and export sale of Rs. 15,201.67 Lacs as compared to previous year where domestic market sale was Rs. 50,318.93 Lacs and export sale was Rs. 12,260.17 Lacs.

The Company is also venturing into retail segment and will be launching a clothing line of Brand "Being Human" in the forthcoming financial year.

BUSINESS OVERVIEW

A detailed business review is appended in the Management Discussion and Analysis Section of Annual Report

DIVIDEND

Your Directors are pleased to report that the Board has recommended a final dividend of Rs. 2,00 per equity share of Rs. 10/- each (i.e. 20%) for the financial year ended 31st March, 2011, The final dividend will absorb an amount ofRs. 662.47 Lacs (excluding Dividend Distribution tax of Rs. 110.03 Lacs).

SHARE CAPITAL

During the year under review, your Company successfully completed the Initial Public Offering of its securities. The issue comprised of 83,00,000 equity shares of Rs. 10/- each at a premium of Rs. 120/- per equity share. The issue was over-subscribed by approximately 6,33 times. The shares were listed on Bombay Stock Exchange Limited and National Stock Exchange Limited on 19th May, 2010.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices, which they see as fundamental to discharging their stewardship responsibilities. The Board strives to provide the right leadership, strategic oversight and control environment to produce and sustain the delivery of value to all of the Company's Shareholders. The Board applies integrity, principles of good governance and accountability throughout its activities and each Director brings independence of character and judgment to the role. All of the Members of the Board are individually and collectively aware of their responsibilities to the Company's Stakeholders and the Board keeps its performance and core governance principles under regular review.

The Company has adopted a Code of Conduct for Directors and Senior Management. All Directors have affirmed their adherence to the above Code. The Company has also adopted Code of Conduct for prevention of Insider Trading as required by SEBI (Prohibition of Insider Trading) Regulations, 1992. The full text of the Code of Conduct for Directors and Senior Management and Code of Conduct for prevention of Insider Trading is displayed on the Company's website.

A corporate Governance Report is annexed to Director's Report and Auditors Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis as required under provisions of Clause 49(1V) (f), which forms part of this report.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. Sanjay Asher and Mr. Ghyanendra Nath Bajpai, Directors of the Company retire from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers themselves for re-appointment.

The particulars of the Directors' proposed to be re-appointed are given in the Corporate Governance Report in the Annual Report.

During the year Mr. Ajay Joshi, Non- Executive and Independent Director resigned from the Board due to personal reasons. Your Company places on record its appreciation for the guidance and advice on strategic decisions by the Board during his tenure.

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 that;

i) In the preparation of the 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) The Directors have selected such

accounting policies and applied them consistently and madejudgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed to this report and forms integral part of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2011, are annexed to this report.

CORPORATE SOCIAL OBJECTIVES

Corporate social Responsibility assumes an important role in the activities of the Company. Efforts to contain air and water pollution and health continue to be chosen endeavor. The Company focused on improving execution by strengthening the process of health, safety and environment (H.S.E) by internal audits and meetings. Safe work environment is established and being sustained through a united effort by all stakeholders concerned

AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Director PURUSHOTTAM C. MANDHANA (Chairman and Managing Director)

Place : Mumbai Dated: 9th August, 2011


Mar 31, 2010

The Directors have the pleasure in presenting the 26th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

It FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2010 2009

Total Income 60,993.40 46,000.64

Profit Before Interest, Depreciation and Taxation 11,057.71 8471.18

Less: 1. Interest 2,671.95 1757.14

2. Depreciation 1,725.76 1109.54

Profit Before Taxation 6,660.00 5,604.49

Less: Provision for Taxation

Current Tax 1,174.58 645.40

MAT Receivable (212.64) (15.05)

Deferred Tax 1,350.85 1,285.31

Fringe Benefit Tax - 33.78

Profit after Taxation 4,347.21 3,655.05

Less: Income Tax for earlier year 7.13 (1.37)

Add: Balance of Profit from earlier years 9,834.74 6919.81

Amount available for Appropriations 14,174.82 10,576.23

Less: Dividend (Interim & Proposed) 496.67 249.15

Tax on distributed Profits 84.41 42.34

Transfer to General Reserve 400.00 450.00

Balance carried forward 13,193.74 9,834.74

- OPERATIONS REVIEW

Your Company achieved a total turnover of Rs.60,993.40 Lacs for the year ended 31st March, 2010 as against Rs.46,000.64 Lacs in the previous year. The Company has earned a net profit of Rs.4,347.21 Lacs versus Rs.3,655.05 Lacs in the previous year. This represents a growth of 32.59% in turnover and 18.93% in terms of net profit

_ BUSINESS OVERVIEW

A detailed business review is appended in the Management Discussion and Analysis Section of Annual Report

_ DIVIDEND

Your Directors had declared and paid an interim Dividend of 10% for the financial year ended 31s1 March, 2010 in February, 2010 absorbing an amount of Rs.248.24 Lacs (excluding Dividend Distribution tax of Rs.42.19 Lacs). Your Directors are pleased to report that the Board has recommended a final dividend of 7.5% for the financial year ended 31st March, 2010. The final dividend will absorb an amount of Rs.248.43 Lacs (excluding Dividend Distribution tax of Rs.42.22 Lacs). The total dividend outflow for the year 31s1 March, 2010 aggregating Rs. 496.67 Lacs (excluding Dividend Distribution tax of Rs.84.41 Lacs) represents 15% of the Companys paid-up share capital.

_ SHARE CAPITAL

During the year under review:

a. 113,25,000 equity shares of Rs. 10 each were issued and allotted as Bonus shares in the ratio of 1:1 equity shares to the existing members of the Company.

b. 21,73,913 equity shares of Rs. 10/- each were issued and allotted to Axis Bank Limited, an Indian private Bank, at a price of Rs. 115/- per equity share inclusive of share premium of Rs. 105/- per equity share on preferential basis.

_ CORPORATE GOVERNANCE

In view of the Company being unlisted as on 31st March, 2010 i.e. end of the financial year 2009-10, the code of Corporate Governance as provided under Clause 49 of the Listing Agreement would not apply to the Company. However, your Company reaffirms its commitment to the good corporate governance practices. A corporate Governance Report is annexed to Directors Report and Auditors Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

_ MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and Analysis as required under provisions of Clause 49(IV)(f) is enclosed herewith

_ PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

_ DIRECTORS

Mr. Khurshed M. Thanawalla and Mr. Ajay Joshi, Directors of the Company retire from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers themselves for re-appointment.

The particulars of the Directors proposed to be re-appointed are given in the corporate governance report in the Annual Report.

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

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

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

5 PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed to this report and forms integral part of this report.

_ PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31s1 March, 2010, are annexed to this report.

_ CORPORATE SOCIAL OBJECTIVES

Corporate social Responsibility assumes an important role in the activities of the Company. Efforts to contain air and water pollution and health continue to be chosen endeavor.

_ AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

_ ACKNOWLEDGEMENT

The Directors take this opportunity to thank the shareholders, Financial Institutions, Banks Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Director

PURUSHOTTAM C.MANDHANA

(Chairman and Managing Director)

Place: Mumbai

Dated: 13th August, 2010

 
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