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Directors Report of MW Unitexx Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 14th Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2014 along with the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

FINANCIAL RESULTS:

The operating results of the Company for the period under review are as follows:

(Amt In Lacs) Particulars The year ended on 31st March 2014

Standalone Consolidated Standalone Consolidated

Profit/Loss before depreciation, tax (581.94) 3924.62

Less : Depreciation 10.96 3337.58

Profit/Loss before tax and extraordinary items (592.91) 587.05

Less : provision for tax - 736.58

Less : Fringe benefit tax - -

Less : Deferred Tax (1.39) 821.68

Less : Exceptional items 2691.94 2736.22

Profit/(Loss) after tax (3278.46) (3707.44)

Minority Intrest - (83.65)

Less: Prior Period adjustments/ extra ordinary items (2.50) (3.22)

Adjusted Profit / (Loss ) (3280.96) (3620.56)

Add:Profit/ (Loss) Brought forward (469.41) 957.73

Balance carried to B/s (3750.37) (2662.83)

(Amt In Lacs) Particulars The year ended on 31st March 2013

Standalone Consolidated

Profit/Loss before depreciation, tax 2.91 1596.24

Less : Depreciation 10.93 2854.79

Profit/Loss before tax and extraordinary items (8.02) (1258.55)

Less : provision for tax 1.50 426.51

Less : Fringe benefit tax - -

Less : Deferred Tax (3.16) (459.40)

Less : Exceptional items - (494.33) Profit/(Loss) after tax (6.36) (731.33)

Minority Intrest - (62.38) Less: Prior Period adjustments/ extra ordinary items (2.41) (2.41)

Adjusted Profit / (Loss ) (3.95) (666.54)

Add:Profit/ (Loss) Brought forward (465.46) 1624.27

Balance carried to B/s (469.41) 957.73

DIVIDEND:

Directors do not recommend any dividend.

THE YEAR IN RETROSPECT:

During the year under review, company achieved revenue of INR 1077.132 cr. with revenues from Overseas business amounting to INR 951.01 cr. and Domestic business amounting to INR 126.12 cr. The focus on sales has continued to be in the local markets of India for S.Kumars and S.KumarsUnimart products and for Klopman, the focus has been to further consolidate its position in European markets as well as to explore new international markets.

BUSINESS OUTLOOK AND PLANS:

S Kumars Unitexx Division is diversifying the portfolio of Unimart by expanding its customer base to cover segments such as Oil and Gas, Iron and Steel, Pharma and Cement, to name a few. S.Kumars Unimart also plans to launch Unimart stores all over India which will be a one-stop-shop for all uniform needs.

S.Kumars Limited is modernising and upgrading its existing plants to improve the quantity and quality of the production.

Klopman is in the process of expanding its base to cover international markets like India, Middle East, South Africa, Australia and New Zealand along with existing markets. Middle East is an important market for Klopman, to increase the focus in this market Klopman has started a branch office in Dubai from January 2013. Further Klopman International has formed a Joint Venture Company in Indonesia with Argo Group. The Joint Venture Company is called as PT Klopman Argo International and would produce about 15 million meters work wear fabric per annum at its rated capacity with as ales revenue of 25 million Euros.

SUBSIDIARY COMPANIES:

S. Kumars Limited and MW Unitexx S.A. are Subsidiary Companies of MW Unitexx Limited.

Further S. Kumars Limited is having two subsidiary Companies viz.

1) Manmade fabric sales services Private Limited and

2) Manors Textile Limited.

MW Unitexx S.A. is having subsidiary Companies Viz.

1) Klopman Espana SA

2) Klopman Gmbh

3) Klopman AG

4) Intex S.A.

5) Klopman International Srl

6) Klopman India Private Limited

Further, Klopman India Private Limited is having one subsidiary Company namely, Klopman Textile Private Limited

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a cop of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company.

DEMATERIALISATION OF SHARES:

The trading in equity shares of the company is permitted only in dematerialised form. A total of 85.79% shares are held in dematerialised form with NSDL and CDSL as on 31st March, 2014.

DIRECTORS:

In terms of the Articles of Association of the Company, Mr. Mukul S. Kasliwal, Director retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

According to New Companies Act, 2013 the Company is appointing Mr. Y. R. Shah and Mr. G. Banerjee, Independent Directors for the period of five years. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. P. S. Shenoy has resigned from the Board of the Company w.e.f. June 17, 2014

Mr. N. Ramakrishnan has resigned from the Board of the Company w.e.f. August 14, 2014

AUDIT COMMITTEE:

In accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Audit committee which currently consists of Mr. G Banerjee - (Chairman of Audit Committee), Mr. Y. R. Shah, and Mr. M. Hudli (Members).

AUDITORS AND AUDITORS'' REPORT:

M/s, Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Shyam Malpani & Associates 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 Notes on Financial Statements referred to in the Auditors Report are self - explanatory and do not call for any comments

FIXED DEPOSITS:

The Company has not accepted any Deposits and such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

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.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the Annual Accounts for the Financial Year ended 31st March 2014, the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same..

ii) 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 31st March 2014 and of the profit/loss of the Company for that period.

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

iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis; and

v) 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

vi) 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.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

The Company has appointed M/s. Roy Jacob & Co, Practicing Company Secretary, to conduct Reconciliation of Share Capital Audit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Board of Directors & thereafter is submitted to Stock Exchanges.

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

CONSERVATION OF ENERGY:

The scope for conservation of energy is limited in the type of industry in which your Company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations.

TECHNOLOGY ABSORPTION:

Every effort is made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company''s clients.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the year ended on 31st March, 2014.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the year ended 31st March, 2014 or Rs. 5,00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Customers, Bankers, Regulatory bodies, Stakeholders including financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

For and on behalf of the Board of Directors,

Sd/- Mukul Kasliwal Chairman

Place: Mumbai Date : August 14, 2014


Mar 31, 2013

Dear Members,

The Directors have immense pleasure in presenting the 13th Annual Report and Audited Accounts of your Company for the financial year ended 31si March, 2013.

FINANCIAL RESULTS:

The brief highlights of financial results of the Company for the Financial Year 2012-13 as compared to the previous financial year 2011 - 12 are as under:

(Amt In Lacs)

Particulars The year ended on 31/03/2013 The year ended on 31/03/2012 Standalone Consolidated Standalone Consolidated

Profit/(Loss) before depreciation & Tax 2.91 1,596.24 52.05 6,752.52

Less: Depreciation 10.93 2,854.79 1.00 2,864.30

Profit/(Loss) before Tax and Extra Ordinary Item (8.02) (1,258.55) 51.05 3,888.22

Less: Provision for tax 1.50 426.51 11.50 1140.34

Less : Fringe benefit tax

Less: Deferred tax (3.16) (459.40) (2.22) 688.98

Exceptional items (494.33) 20.83 126.61

Profit/(Loss) after tax (6.36) (731.33) 20.94 1,932.29

Minority interest (62.38) 23.74

Less: Prior period adjustments / extra ordinary items (2.41) (2.41) (3.35) (3.35)

Adjusted Profit / (Loss) (3.95) (666.54) 24.29 1,911.90

Add: Profit / (Loss) brought forward from previous year (465.46) 1,624.27 (489.75) (287.63)

Balance carried to Balance Sheet (469.41) 957.73 (465.46) 1,624.27

DIVIDEND:

Keeping in view the current economic scenario your directors do not recommend dividend for the year under review.

THE YEAR IN RETROSPECT:

During the year under review, company achieved consolidated turnover of INR 935.72 cr. with revenues from Overseas business amounting to INR 787.28 cr. and Domestic business amounting to INR 148.47 cr. The focus on sales has continued to be in the local markets of India for S.Kumars, Unimart and Klopman products, the focus has been to further consolidate its position in European markets as well as to explore new international markets.

BUSINESS OUTLOOK AND PLANS:

S Kumars Unitexx Division is diversifying the portfolio of Unimart by expanding its customer base to cover segments such as Oil and Gas, Iron and Steel, Pharma and Cement, to name a few. It has been also planned to launch Unimart stores all over India which will be a one-stop-shop for all uniform needs.

S.Kumars Limited is modernising and upgrading its existing plants to improve the quantity and quality of the production.

Klopman is in the process of expanding its base to cover international markets like India, Middle East, South Africa, Australia and New Zealand along with existing markets. Middle East is an important market for Klopman, to increase the focus in this market Klopman has started a branch office in Dubai from January 2013. Further Klopman International has formed a Joint Venture Company in Indonesia with Argo Group. The Joint Venture Company is called as PT Klopman Argo International and would produce about 15 million meters work wear fabric per annum at its rated capacity with a sales revenue of 25 million Euros.

SUBSIDIARY COMPANIES:

S. Kumars Limited is having 2 subsidiaries namely a) Manmade Fabrics Sales Services Private Limited b) Manors Textiles Limited. MW Unitexx S.A. is having subsidiary Companies namely Klopman Holding S.a.r.l. which in turn holds six subsidiaries namely: 1) Klopman Espana SA 2) Klopman Gmbh 3) klopman AG 4) Intex S.A. 5) Klopman International Sri 6) Klopman India Private Limited.

Further, Klopman India Private Limited is having one Subsidiary Company namely Klopman Textiles Private Limited.

Pursuant to the provision of Section 212 of the Companies Act, 1956 a statement containing a brief of the financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of the Subsidiary companies will be made available for inspection to the members of the Company, if they so desire.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements, based on the financial statements received from the subsidiaries as approved by their respective Board of Directors, have been prepared in accordance with the requirements of Accounting Standard 21 on "Consolidated Financial Statements'' and Accounting Standard 23 on "Accounting for investment in Associates in Consolidated Financial Statements.

DIRECTORS:

Mr. Y. R. Shah and Mr. N. Ramakrishnan, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

AUDITORS:

M/s. Shyam Malpani & Associates, Chartered Accountants who are liable to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(l B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT:

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

COST AUDITOR:

The Company has appointed M/s Sanjay Kumar & Co., Cost Accountants (M. No. 27376) as the Cost Auditor for conducting Cost Audit of S. Kumars Unitexx Division for the financial year 2013-14

HUMAN RESOURCE:

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors'' Report.

CORPORATE GOVERNANCE :

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with Stock Exchange. Reports on Corporate Governance along with the Certificate from the Practicing Company Secretary regarding the compliance of Corporate Governance conditions are made part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company al the end of the financial year 2012-2013 and Profit of the Company for that the year ended on 31s'' March, 2013;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

DEMATERIALIZATION OF SHARES :

The trading in equity shares of the company is permitted only in Dematerialised form. A total of 85.79 c/i shares are held in Dematerialised form with NSDL & CDSL as on 31st March, 2013.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

The Company has appointed M/s. Roy Jacob & Co, Practicing Company Secretary, to conduct Reconciliation of Share Capital Audit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Board of Directors & thereafter is submitted to Stock Exchanges.

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

CONSERVATION OF ENERGY:

The scope for conservation of energy is limited in the type of industry in which your Company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations.

TECHNOLOGY ABSORPTION:

Every effort is made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company''s clients.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the year ended on 31s'' March, 2013.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the year ended 31st March, 2013 or Rs. 5.00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Customers, Bankers, Regulatory bodies, Stakeholders including financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

By Order of the Board of Directors

Sd/- Place: Mumbai Mukul S. Kasliwal

Date: 10th August, 2013 Chairman


Mar 31, 2012

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

FINANCIAL RESULTS:

The brief highlights of financial results of the Company for the Financial Year 2011-12 as compared to the previous financial year 2010 - 11 are as under:

(Amt In Lacs) Particulars The year ended on 31/03/2012 The year ended on 31/03/2011

Standalone Consolidated Standalone Consolidated Profit/ (Loss) before deprecia- 52.05 6752.52 20.13 5842.81

tion & Tax Less: Depreciation 1.00 2864.29 1.95 2398.79

Profit/ (Loss) before Tax and 51.05 3888.22 18.18 3444.02 Extra Ordinary Item

1Less : Provision for tax 11.50 1140.34 3.17 2036.14

Less : Fringe benefit tax - - - -

Less : Deferred tax (2.22) 688.97 (0.21) _4.62

Exceptional items 20.83 126.61 - 151.87

Profit/(Loss) after tax 20.94 1932.31 15.22 1251.39

Minority interest - 23.74 - -

Less: Prior period adjustments / (3.35) (3.34) (3.30) (3.30)

extra ordinary items Adjusted Profit/(Loss) 24.29 1911.90 18.52 1254.68

Add: Profit / (Loss) brought for- (489.75) (287.63) (508.27) (1542.31) ward from previous year

Balance carried to Balance Sheet (465.46) 1624.27 (4,89.75) (287.63)

DIVIDEND:

Keeping in view the current economic scenario and future fund requirements of the Company and further to conserve resources to attain long term growth objectives of the Company, your directors do not recommend dividend for the year under review.

THE YEAR IN RETROSPECT:

Despite of recessionary trends which continued globally, especially in Europe and pressure on Indian market, during the year under review your company achieved better results in comparison to perfor- mance of previous year with aggregate turnover of Rs. 543.88 Lacs as compared to Rs. 375.24 Lacs in the previous year. The Company has earned profit after tax and exceptional item of Rs. 24.28 lacs in 2011-2012 as compared to Rs. 18.52 lacs in the previous year. During 2011-12, your company achieved a consolidated turnover of Rs 1,01,989 Lacs and earned consolidated profit of Rs. 1,911.90 lacs.

Your Company has focused on increase in its sale and operating profit through market penetration and market development and is trying to capture untapped markets so the volume of sales can see momentum in succeeding years.

Klopman is now in the process of expanding its base to cover international markets like India, Middle East, South Africa, Australia and New Zealand along with existing market.

OVERVIEW OF BUSINESS OPERATIONS:

Using specialized domain knowledge MW Unitexx has always looked beyond immediate opportunities and build business with long term potential. Acquisition of Klopman Group was the first step and con- solidation of textiles activities under MW Unitexx was another. Klopman has maintained its leadership in Work Wear, Protective Wear and School Uniform markets by deploying its expanding range of solution product portfolio to address sophisticated requirements of end users, across European and India mar- kets.

MW 's ability to constantly reinvest itself and respond faster to market needs and yet remain focused in its core competencies is the fundamental reason for its success. Your Directors are confident that the com- pany will strive hard to maintain the performance and improve the same in the current year.

MERGER:

The Scheme of Merger of Progard Textiles (India) Private Limited with the Company has been approved by the Hon'ble High Court of Bombay on the 02nd September, 2011. Accordingly, all the Assets and Liabili- ties of Progard Textiles (India) Private Limited stands transmitted to MW Unitexx Limited (earlier known as S. Kumars Unitexx Limited) w.e.f. the appointed date of the merger scheme i.e. 1st April 2011.

CHANGE IN NAME OF THE COMPANY:

Pursuant to the scheme of merger as approved by Hon'ble High Court, Bombay, name of the Company has been changed from S. Kumars Unitexx Limited to "MW UNITEXX LIMITED."

SUBSIDIARY COMPANIES:

Consequent to the scheme of merger of Progard Textiles (India) Private Limited with MW Unitexx Limited

(earlier known as S. Kumars Unitexx Limited), S. Kumars Limited & MW Unitexx S. A. have become sub- sidiary Companies of MW Unitexx Limited . Further, S, Kumars Limited is having 2 subsidiaries namely

?) Manmade Fabrics Sales Services Private Limited b) Manors Textiles Limited. MW Unitexx S.A. is hav- ing subsidiary Companies namely Klopman Holding S.a.r.l. which in turn holds six subsidiaries namely: 1) Klopman Espana SA 2) Klopman Gmbh 3) klopman AG 4) Intex S.A. 5) Klopman International Srl

?) Klopman India Private Limited.

Further, Klopman India Private Limited is having one Subsidiary Company namely Klopman Textiles Private Limited.

Pursuant to the provision of Section 212 of the Companies Act, 1956 a statement containing a brief of the financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of the Subsidiary companies will be made available for inspec- tion to the members of the Company, if they so desire.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements, based on the financial statements received from the subsidiaries as approved by their respective Board of Directors, have been prepared in accordance with the requirements of Accounting Standard 21 on "Consolidated Financial Statements' and Accounting Standard 23 on "Accounting for investment in Associates in Consolidated Financial Statements.

ISSUE OF EQUITY SHARES AND COMPULSORY CONVERTIBLE PREFERENCE SHARES (CCPS):

As per the scheme of Merger between the Progard Textiles (India) Private Limited with the Company and subsequent order passed by Hon'ble High Court, Bombay on 2nd September, 2012 approving the scheme of merger, shareholders of merged entity i.e. MW Corp Private Limited has been allotted 40,76,108 Equity Shares and 19,56,53,176 Compulsory Cumulative Preference Shares during the year.

DIRECTORS:

As per the provisions of Section 260 of the Companies act, 1956, Mr. P.S. Shenoy is appointed as Additional Director of the company. Further Mr. Mukul S. Kasliwal and Mr. Warij A. Kasliwal retire by rotation and being eligible, offers themselves for re-appointment. The board recommend for their appointment at annual general meeting.

AUDITORS:

M/s. Malpani & Associates, Chartered Accountants who are liable to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT:

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

HUMAN RESOURCE:

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors' Report.

CORPORATE GOVERNANCE :

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with Stock Exchange. Reports on Corporate Governance along with the Certificate from the Practicing Company Secretary regarding the compliance of Corporate Governance conditions are made part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-2012 and Profit of the Company for that the year ended on 31st March, 2012;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

DEMATERIALIZATION & NOMINATION:

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/

dematerialized form. Those shareholders holding equity shares in physical form are advised to take benefits of dematerialization. In the best interest of all members, they are advised to register nomination with respective DP or RTA, immediately.

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

CONSERVATION OF ENERGY:

The scope for conservation of energy is limited in the type of industry in which your Company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations.

TECHNOLOGY ABSORPTION:

Every effort is made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company's clients.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the year ended on 31st March, 2012.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the year ended 31st March, 2012 or Rs. 5,00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Customers, Bankers, Regulatory bodies, Stakeholders including financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

By Order of the Board of Directors

Sd/-

Place: Mumbai Mukul S. Kasliwal

Date: 30/07/2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Ninth Annual Report together with the audited accounts for the year endedMarch31,2010

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in Management Discussion & Analysis Report forming part of the Annual Report.

FINANCIAL HIGHLIGHTS:

The operating results of the Company for the period under review are as follows:

(Amt in Rs )

The year The year Particulars ended on ended on 31/03/2010 31/03/2009

Profitless) before depreciation & tax (7,982,202) 6,62,910

Less: Depreciation 245,496 1,68,918

Profit/(Loss)beforetax (8,227,698) 4,93,992

Less Provision for tax - 60,000

Less: Fringe benefit tax - 1,12,391

Less deferred tax (44,629) (1,30,795)

Less:Income tax of Earlier years

Profit/(Loss) after tax (8,183,069) 4,52,396

Less: Prior period adjustments/

extra ordinary items (40,440) 89,297

Adjusted Profit/(Loss) (8,142,629) 3,63,099

Add: Profit/(Loss) brought

forward from Previousyear (42,684,917) (43,048,016)

Balance carried to Balance Sheet (50,827,546) (42,684,917)



DIVIDEND:

Your Directors do not recommend any dividend. THE YEAR IN RETROSPECT:

During the year, the Company has shown strong growth in Corporate Uniform Solutions - adding new clients like HPCL Plethico, Meru Cab, Galaxy, Schrader Duncan, Shoppers Stop, etc., as well as receiving repeat orders from existing clients like Tata Teleservices, Croma, Voltas, Bisleri, Haldiram, Nissan, etc. During the year under review, the Company achieved turnover of Rs. 234 lacs. Although the Domestic market sales improved, recession in international markets affected exports of the Company.

The marketing of Klopman Fabric, a leading Work Wear and Protective Wear Fabric, has started picking up and is expected to improve in the current year. A

MERGER:

The proposal to merge M/s Progard Textiles (India) Private Limited (group company) with the company is under process The merger will help in consolidation of the textile business of the group under Unitex Designs Limited which will boost future growth of the company. Consequent to this merger, S. Kumars Limited and MW Unitexx SA, both these companies will be subsidiary companies of Unitex Designs Limited. S. Kumars Limited along with its subsidiary companies has turnover of approx Rs. 6876 Lacs p.a. MW Unitexx S. A. is a Luxembourg-based holding company of Textile s.a.r.1. which is a holding Company of Klopnran international & other Klopman group Companies. Textiles s.a.r.1. & all its subsidiary companies have aggregate turnover of approx Euro 797 Lacs p.a (i.e. approx Rs. 48266.32 Lacsp.a.)KlopmanisaleadinghighendworkweW

The Company has appointed PRS & Associates as a consultant for the scheme of merger. The valuation & share swap ratio of Progard Textiles (India) Private Limited and Unitex Designs Limited along with all its subsidiary Companies is being done by Grant Thomton ,chartered Accountants.

CHANGE OF NAME:

Your Directors propose to change the name of the Company from Unitex Designs Limited to "S. Kumars Unitexx

Limited- "S.Kumars" originally founded

Shri Abhayakumar Kasliwal is a household name in India, synonymous with Value for Money. As it is a highly recognized and established brand in the textile market in India, the Company intends to explore this brand name to captore & streng then it sposition in both domestic and international markets.

DIRECTORS:

During the year Mr. Jayant Godbole has tendered his resignation from the post of Directorship due to preoccupation.

Further pursuant to provision of Section 260 of the Companies Act, 1956 and as per Articles of Association of the Company, Mr. N. Ramakrishnan has been appointed as an Additional Director we.f 23.04.2010 & is proposed to be appointed as Director liable to retire by rotation in ensuing Annual General Meeting.

In terms of Article 123 of the Articles of Association of the Company, Mr. Warij A. Kasliwal and Mr. Y. R. Shah, Director, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

AUDIT COMMITTEE:

The Audit committee of the Company had been reconstituted during the year as under:

a) Mr. N. Ramakrishnan - Chairman

b) Mr. Mukul Kasliwal - Member

c) Mr.VK.Jain - Member

d) Mr. YR Shah - Member

e) MrG.Banerjee - Member

AUDITORS:

M/s. Malpani & Associates, Chartered Accountants, the present statutory auditors of the Company retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

FIXED DEPOSITS:

The Companyh as not accepted any Deposits from the public.

DEMATERIALISATION OF SHARES:

The trading in equity shares of the Company is permitted only in dematerralrsed form. The Company offers transfer-cum-dematfacilitytothose who have sent the share creates for Wer.A total of 7129240 shares i.e7921% of issued capital are held in dematenalrsed form with NSDL and CDSL as on 31s,March,2010.

SECRETARIAL AUDIT REPORT:

The Company has appointed M/s. Pramod S Shah & Associates, Practising Company Secretary to conduct Secretarial Audit of the Company The Audit is earned out every quarter and the report thereon is placed before the Board of Directors & thereafte is submitted to Stock Exchanges.

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance Code as stipulated under the Listing agreement with the Stock Exchange.AseparatesectiononCorporateGovernance,along with a certificate from the auditors confirming the Compliance is annexed and forms part of the Annual Report.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time forms part of this Report. However, as per the provisions of Section 219(1) (iv) of the Companies Act, 1956 the Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217 (2A) of the Companies Act. Any shareholder interested in obtaining a copy of the said statement may write to the Asst. Company Secretary at the Corporate Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section217(2AA)of the Compames Act, 1956,your Directors confirm that to the best of their knowledge:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Your 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 as at 31stMarch2010andoftheprofit/lossoftheCompanyforyear ended asonthatdate. hi) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregulanties. iv) Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2010 on a going concernbasis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Your Company is committed to energy conservation at every stage of its operations. To keep pace with the technology revolution, your company has take nnecessary steps in utilismg modern and advance technology

FOREIGN EXCHANGE EARNINGS AND OUT GO:

Earnings :Rs. 171.25 lacs

Outgo :Rs. 6.72 lacs

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, advisors, vendors, suppliers, Dealers and members during the year under review. Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board,

Place: - Mumbai Sd/-

Date: - 11-8-2010 Mukul S. Kasliwal

Chairman





 
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