Directors Report of Pradip Overseas Ltd.

Mar 31, 2015

To the Members of Pradip Overseas Limited

The Directors have pleased to submit their Annual Report and Audited Financial Statement for the financial year ended on 31st March, 2015.

1) FINACIAL REVIEW: [in Lacs]

Sr. NO. Particulars 2014-15 2013-14

1. Income From Operations 23984.33 59856.73

2. Other Income 422.65 542.90

3. Financial Charges 11442.89 13063.32

4. Depreciation 704.43 840.04

5. Profit(Loss) Before Tax (41683.69) (14007.80)

6. Taxation (1,603.84) 2957.74

7. Profit/(Loss) after Tax (41,350.21) (16965.60)

2) OPERATIONS:

The year under review was also critical year for the Company. The turnover of the Company was lower by about 60% as compared to the turnover of the Company for the previous year. The major reasons for lower turnover was under utilization of installed capacity due to pending installations of Effluent Treatment Plant (ETP) as stated in the report of the last year. The demand of the products in the local as well as overseas market were sluggish, which has also affected the turnover and profitability of the company.

The Company had placed an order for the plant and machineries for ETP and the Company had received the same in spite of non disbursement of sanction term loan by some of the members of the consortium Banks led by State Bank of India. The Company has installed the said Plant & Machineries at the factory. The first phase of the ETP, that is bio-chemical process will commence shortly and the full plant will be operative within three to four months and as a result the Company is hopeful for the improvement in performance and profitability of the Company.

The Company has undertaken to implement two projects of industrial Park namely Specialty & Fine Chemicals & Auto and Auto Components at village Bhamsara, Taluka Bavla District –Ahmedabad. The said projects are as per the policy framed by the Government of Gujarat (GoG) and the Company is expecting approvals for the same from the GoG shortly. The Company is also negotiating with some of the renowned Real Estate Developers to join any of them as a partner for development of the aforesaid projects.

The Company is appreciating the support extended by member Banks of the consortium for getting the CDR package through and implementation of the same.

The Net Worth of the Company is eroded as per the Balance Sheet of the Company as of 31st March, 2015 and pursuant to section 15 of the Sick Industrial Companies ( Special Provisions) Act, 1985, the Company will file reference to Board for Industrial and Financial Reconstruction for determination of the measures which shall be adopted for the Company.

3) DIVIDEND:

Due to the Loss incurred by Company during the year under review, the directors are not able to recommend dividend for the year 2014-15.

4) TRANSFER TO RESERVE:

In view of losses, the Company has not proposed to transfer any amount to any reserves of the Company.

5) FIXED DEPOSIT:

The Company has not accepted or renewed any deposits since inception.

6) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. Chetan J. Karia, Director of the Company will retire by rotation in the ensuring Annual General Meeting and being eligible offer himself for reappointment.

Further, during the year, Mr. Avinash Mayekar had resigned as a director of the Company with effect from 13- 11-2014. Your Directors place on record his sincere appreciation for the valuable contribution made by him during his tenure as a director of the Company.

Ms. Parulben S. Thakore was appointed as an additional director of the Company with effect from 28-03 2015. She holds the office up to the date of forthcoming annual general meeting. The Company has received proposal for her appointment as a Director of the Company and the Board recommends the members to appoint her as a Director of the Company.

During the year under review Mr. Vishal Karia was appointed as chief financial officer of the Company.

7) NUMBER OF MEEITNG OF BOARD OF DIRECTORS:

The Board of Directors of the Company had 7 ( Seven ) meetings and one meeting of the independent Directors were held during the Financial Year 2014-15. The details of the Board meeting held during the year 2014-15 have been furnished in the Corporate Governance Report.

8) DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors confirm that:

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

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;

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

d. that the directors had prepared the annual accounts on a going concern basis;

e. that 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; and

f. that 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.

9) DETAILS OF COMMITTEE OF DIRECTORS :

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee and Risk Management Committee of Directors, number of meetings held of each Committee during the Financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to the Board of Directors of the Company has been accepted by it.

10) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the Extract of annual return is attached herewith as Annexure -1 to this report.

11) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company has one wholly own subsidiary namely Pradip Home Fashions, USA. The Subsidiary Company has not carried out any transaction since inception except issue of Share Capital by it. A statement containing salient features of the financial statements of the Company's subsidiary and Consolidated Financial statement has not bee attached to the financial statements of the Company, pursuant to section 129 (3) of the Companies Act, 2013 read with proviso of rule 6 of the of the Companies (Accounts) Rules, 2014.

12) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

13) POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Policy on Director's Appointment including criteria for determining qualification, positive attributes, independence of a director and policy relating to remuneration for Director, Key Managerial Personnel and other employees is as mentioned in this report.

- Policy on Directors' Appointment

The Company has followed the policy regarding appointment of Director as laid down in the Companies Act, 2013 and clause-49 of the Listing Agreement with Stock Exchanges and good corporate practices.

- Policy on remuneration of Directors :

For Directors ,it is based on the Shareholders resolution , provisions of the Companies Act, 2013 and rules framed therein, circulars and guidelines issued by the Central Government and other authorities from time to time.

- Remuneration to the workers is based on the Contract with the Contractors keeping in view Minimum Wages payable to the workmen.

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Other Employees is Industry Driven.

14) PARTICULARS OF LOANS ,GUARANTEES AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013 :

The particulars of the loan given, investment made, along with the purpose for which the loan is proposed to be utilized by the recipient are provided in the Financial statement. (Please refer to notes no. 11, 12 &16 of the Financial Statement). The Company has not given securities or guarantee during the year under review.

15) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

There is no transaction with related party which requires disclosures under section 134 (3) (h) of the Companies Act, 2013 and rule 8 (2) of the Companies (Accounts) Rules, 2014.

16) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company fully complies with conditions of the Corporate Governance stipulated in clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a certificate from firm of Practicing Chartered Accountants dated 9th June, 2015 in this regard is annexed hereto and forms a part of the report. Management discussion and analysis are attached, which form part of this report.

17) (a) PARTICULARS OF THE EMPLOYEES :

There are no employees in the Company who are receiving remuneration in excess of the limit specified in under section 197 (12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore there is no information required to be given:

(b) ANALYSIS OF REMUNERATION :

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 are stated in Annexure no. 2.

18) WHISTLE BLOWER & VIGIL MECHANISM

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreements with the stock exchanges. Policy is available on the website of the Company.

19) INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

20) AUDITORS :

M/s. Ashok Dhariwal and Co., Chartered Accountants, Statutory Auditors of the Company will retire from the office of the auditor and being eligible offer themselves for reappointment. They confirm their eligibility to the effect that their reappointment, if made, would be within the prescribed limit under the Act and they are not disqualified for the reappointment.

21) SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Ashish Shah & Associates, Practising Company Secretary to Conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the year ended 31st March, 2015 is annexed herewith and forming part of the report.

22) EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS , RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT :

(1) Reply on the Qualification/Comments of Auditors made by them in Audit Report:- (A) Reply to the point no. A of Basis for disclaimer of opinion of Auditors' Report Trade Receivables:-

The Company has pursued with debtors for recovery of the due amounts and it could recover some amount from trade receivables. The Company is still pursuing in the matter for recovery of balance trade receivables. The Company had also submitted balance confirmation letter to the debtors and had received response from some debtors. In view of the above the Company has made provision for doubtful debts to the tune of Rs.262.56 Crores being older than 36 months, therefore the Board of Directors of the Company is of the opinion that the provision for doubtful debts made by the Company is adequate and sufficient.

(B) Reply to the point no. B of Basis for disclaimer of opinion of Auditors' Report Inventories:-

The Management is carrying out physical verification of inventories as and when required. The Company is also maintaining records of inventories. The turnover of the Company during the year under review deteriorated due to various reasons inter alia non establishment of New ETP Plant and therefore the inventories are hire as compared to turnover. The basic raw material of the Company is grey cloth and quality of the raw material does not deteriorated even though the same is not utilized for a period of 2-3 years and therefore the Company has not made provision for diminution in the value of old and slow moving inventories and the Company is utilising the said inventories as and when the order in respect such old stock is received.

(C) Reply to the point no. C of Basis for disclaimer of opinion of Auditors' Report ON GOING CONCERN:-

The Company is suffering loss from operations since 2011-12. The commitment made by the Company in the approved CDR could not be fulfilled for various reasons viz. delay in disbursements of sanctioned term loan for ETP Plant, Non fulfillment of the conditions by Banks like refund of interest/charges paid by the Company after cut-off date but before the date of approval of CDR scheme. The Company has undertaken two projects for development of Specialty & Fine Chemical Park and Auto & Auto Component Park on the Land of the Company situated at Village Bhamsara, Taluka- Bavla, Ahmedabad. The Company is expecting approval from the Govt. of Gujarat for both the aforesaid projects shortly and also Company is in the advance stage for negotiation with some Real Estate Developers to join them as a partner for development of these projects. And on completion of the projects the Company will be able to meet its financial obligations.

(2) Reply on the Qualification/Comments of Secretarial Auditor made in the Secretarial Auditor in their Report:-

1. The Company will take due care in compliance with provisions of rule 20(5) of The Companies (Management and Administration) Rules, 2014 are not complied.

2. The Company will take due care in compliance with section 181 of the Companies Act, 2013.

3. Mr. Avinash Mayekar, an Independent Director had resigned as a Director with effect from 13th November, 2014. As per clause 49 (D) (4) of the Listing Agreement , the Company is required to appoint another Independent Director in his place within within a period three months or immediate next Board Meeting which ever is later from the date of the Resignation of Mr. Avinash Mayekar.

After resignation of Mr. Avinash Mayekar, the Company had initiated dialogues with number of proper and fit persons to appoint any of them as a Director in his place . However, due to poor financial conditions of the Company none of them was effectively coming forward to join the Board of the Company. And the Company had intimated the aforesaid fact to the Exchanges.

23) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and out go, as required under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in separate statement attached hereto as Annexure-3 and forming part of the report.

24) RISK MANAGEMENT :

During the year , the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risk and that there is no element of risk identified that may threaten the existence of the Company.

25) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE , ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its Committees and individuals. The result of the evaluation is satisfactory and adequate and meets the requirements.

26) ALLOTMENT OF PREFERENCE SHARES

During the year under review, the Board of Directors of the company had allotted 38,98,000/-, 2% Non Cumulative , Non Convertible, Redeemable Preference Shares of Rs. 100/- each at par to the Promoters and their relatives on Preferential basis.

27) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

28) SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

29) General :

During the year under review, there were no cases filed pursuant to sexual harassment at work place (Prevention, Prohibition and Redressal ) Act, 2013.

30) ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the Co-operation and assistance received from the Banks, Government and employees and all those associated with the Company during the year under review.

For and On behalf of Board of Directors

Sd/-

(PRADIP J KARIA)

Place: Ahmedabad CHAIRMAN & MANAGING DIRECTOR

Date : 9th June, 2015 DIN 00123748

---

Mar 31, 2014

To the Members of Pradip Overseas Limited

The Directors have pleasure to submit their Annual Report and Audited Statement of Accounts for the year ended on 31st March, 2014.

1) FINANCIAL REVIEW:

[Rsin Lacs]

Particulars 2013-14 2012-13

Income From Operations 59856.73 94293.44

Other Income 542.9 962.80

Financial Charges 13,063.32 14510.10

Depreciation 840.04 826.38

Profit(loss) Before Tax (14007.8) (16806.92)

Taxation 2957.74 (4370.11)

Profit /(Loss) after Tax (16965.60)(11263.50)

2) OPERATIONS:

The year under review was a critical year for the Company. The turnover of the Company was lower by about 57.00 % as compared to the Sales revenue of the Company in the previous year. The major reason for lower turn over was under utilization of the Installed Capacity by 50% to 60% due to pending installation of the Effluent treatment Plant ( ETP) The same was compounded by sluggish demand of the products in the market.

As reported last year , the Company has commenced the work for installation of the ETP, but the same could not be completed for non disbursement of the sanctioned Term Loan by the Consortium Banks for the said Project. The Management of the Company is pursuing in the matter with Banks and hopeful for the disbursement in near future.

Further, as reported last year, Lead Bank i.e State Bank of India had approached CDR Cell and the scheme of Corporate Debt Restructuring has been sanctioned and the same is under implementation.

3) DIVIDEND:

Due to the loss incurred by Company during the year under review, the Directors are not able to recommend dividend for year 2013-14.

4) FIXED DEPOSIT:

The Company has not accepted or renewed any deposits since inception.

5) DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

c. That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

6) DIRECTORS:

Mr. Vishal R. Karia Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Mr. Aviansh Mayankar was appointed as an Additional Director of the Company with effect from 17th January, 2014. He hold the office up to the date of forthcoming Annual General Meeting. The Company has received proposal for his appointment as a Director of the Company and the Board commends the members to appoint him as a Director of the Company.

7) PARTICULAR AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

As required by the Companies (disclosure of particulars in the Report of the Board of Directors) Rules, 1988, information pertaining to conversation of energy, Technology absorption and exports are given as Annexure- I to this report.

As there are no employees covered u/s. 217(2A) of the Companies Act, 1956 read with Rule framed there under no information is required to be given.

8) AUDITOR:

M/s. ASHOK DHARIWAL & CO., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends to the members to appoint them as Auditors of the Company and to fix their remuneration.

9) AUDIT OR AUDIOTRS'' REPORT:

The Auditors Report to the shareholders does not contain any reservation, Qualification or adverse remarks.

10) CORPORATE GOVERNANCE:

Pursuant to the requirements of the Listing Agreement with Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussion and Analysis Report.

2. A report on Corporate Governance along with Auditor''s Certificate relating to compliance of conditions thereof.

11) ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the Co-Operation and Assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review.

For and on behalf of the Board of Directors Sd/- Place : Ahmedabad. (Pradip J.Karia) Date : 29th May, 2014 Chairman & Managing Director

---

Mar 31, 2013

To the Members of Pradip Overseas Limited

The Directors have pleasure to submit their Annual Report and Audited Statement of Accounts for the year ended on 31st March, 2013.

1) FINANCIAL REVIEW:

[Rs.in lacs]

Particulars 2012-13 2011-12

1. Income From Operations 94293.44 166991.16

2. Other Income 962.80 2036.66

3. Financial Charges 14510.10 14501.38

4. Depreciation 826.38 732.68

5. Profit(loss) Before Tax (16806.92) (11441.49)

6. Taxation (4370.11) (3810.93)

7. Profit /(Loss) after Tax (11263.50) (7630.56)

2) OPERATIONS:

The year under review was also a tough year for the Company. The turn over of the Company was lower by about 44.00 % as compared to the Sales revenue of the Company in the previous year. This is mainly due to sluggish demand, in the local as well as international market. As a result the Company has incurred loss (After Tax) of Rs. 11263.50 lacs .

The Company has received directions from Gujarat Pollution Control Board for installation of ETP plant so as to make unit Zero discharge Unit. The Company had undertaken to implement ETP project and the said project was to be financed partially by Promoters'' Contribution and partially by Bank borrowings. The construction of tanks and other infrastructure facilities for the said ETP has been completed which was financed from promoters'' contribution. But due to non disbursement of term loans from Lenders Company was unable to place order of the required equipments. As a result of which Company is operating it''s plant at lower level of about 55% to 60%. This has affected sales adversely during 2012-13 also. Further gross margin during the last six months have further shrinked by 56 % on account of depressed export markets adding further losses to the company.

As reported last year, the Members of the Consortium Banks had restructured the financial facilities, however for the aforesaid reasons and over all market conditions, the Company could not achieve the results as drawn in the Restructuring Scheme. Therefore, the Company has approached to the Consortium Members of the Banks for restructuring the financial facilities under Corporate Debt Restructuring (CDR) Scheme. State Bank of India being a Lead Bank is in the process to file flash report with CDR Cell. The Company is confident about the approval of CDR.

3) DIVIDEND:

Due to the loss incurred by Company during the year under review, the Directors are not able to recommend dividend for year 2012-13.

4) BONUS SHARES :

During the year under review, the Company had issued Bonus Equity Shares in the Ratio of one Equity share of Rs. 10/- each for the five Equity Share of Rs. 10/- each held by the shareholders of the Company. As a result during year under review the Company has issued 80,73,364 Equity Shares each of Rs 10/- as a Bonus Shares. The New shares issued as Bonus Shares have been listed on Bombay Stock Exchange and National Stock Exchange.

5) FIXED DEPOSIT:

Your company has not invited any fixed deposit from the Public since its incorporation under section 58 A of the Companies Act, 1956 hence no information is required to be furnished in respect of outstanding deposit.

6) DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of Companies Act, 1956, your directors confirm as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

c. That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

7) DIRECTORS:

Mr. Sudhir Jumani had resigned as a Director of the Company with effect from 5th March, 2013.

Mr. Gurpur Ramdas Kamath, Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for reappointment.

8) PARTICULAR AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

As required by the Companies (disclosure of particulars in the Report of the Board of Directors) Rules, 1988, information pertaining to conversation of energy, Technology absorption and exports are given as Annexure- I to this report.

The information required under section 217(2A) of the Companies Act, 1956 read with Rule framed there under forms part of this report and marked annexure-II.

9) AUDITORS:

M/s. ASHOK DHARIWAL & CO., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends to the members to appoint them as Auditors of the Company and to fix their remuneration.

10) AUDIOTRS'' REPORT:

The Auditors Report to the shareholders does not contain any reservation, qualification or adverse remarks.

11) CORPORATE GOVERNANCE:

Pursuant to the requirements of the Listing Agreement with Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussion and Analysis Report.

2. A report on Corporate Governance along with Auditor''s Certificate relating to compliance of conditions thereof.

12) DEVELOPMENT OF INDUSTRIAL HUB :

As reported last year , the Company has dropped the idea to develop SEZ and is in the process to develop Industrial HUB on the said premises. The Company is negotiating with leading Estate Developers to invite any of them to join as a partner to develop the said project and the Board is hopeful for finalization of the same in near future.

13) Application for settlement with IT Department :

The company has made an application before the Hon''ble Settlement Commission, Mumbai u/s 245C of the Income Tax Act, 1961, for A.Y. 2006-07 to 2012-13. The application for Settlement has been admitted u/s 245 D(1) by the Hon''ble Settlement Commission vide order dated May 6, 2013.

14) Acknowledgement:

Your Directors acknowledge with gratitude the Co-Operation and Assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review. For And on behalf of the Board of Directors

Sd/-

Place : Ahmedabad. Pradip J. Karia

Date : 30th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

To the Members Pradip Overseas Limited,

The Directors have pleasure to submit their Annual Report and Audited Statement of Accounts for the Period ended on 31st March, 2012.

1) FINANCIAL REVIEW: [Rs. in lacs]

Particulars 2011-12 2010-11

1. Income From Operations 166991.16 216118.90

2. Other Income 2036.66 1665.85

3. Financial Charges 14501.38 10320.77

4. Depreciation 732.68 570.46

5. Profit(loss) Before Tax (11441.49) 11741.75

6. Taxation (3810.93) 3601.07

7. Profit After Tax (7630.56) 6925.51

2) OPERATIONS:

The crisis in Europe has not only affected Euro Zone but also the entire world including India. Indian economic growth also moderated with GDP growing by 6.5 % in comparison to 8.5 % in previous financial year. Average inflation at 9 % remained high during the year. This led to policy interest rate hike by RBI continuously.

The Domestic market was also dull due to poor market sentiments and Overseas market has become tougher in terms of Competition from other emerging countries.

During the year under review the performance of the Company was sharply affected for the aforesaid reason as well as high volatility in the prices of the Cotton as a result of which the price of yarn which is the main raw material of the Company remained highly volatile. The Company maintains stock of raw material in order to fulfill the orders on hand which are contracted on long term basis and accordingly the Company was not able to pass on the hike in the price of the raw material on their customers. Moreover, the realization of the sale proceeds were got substantially delayed/ not yet realized due to this volatility which led to the Company to reformulate the Marketing strategy by providing more credit period/ discount/ incentive to the customers which has resulted in to severe liquidity crisis. Further, the higher rate of interest has aLso affected the financial performance of the Company.

In view of the above, the Company had approached to the members of the Consortium Banks for restructuring of the Debts and the Bankers has approved the restructuring of the Debts for which the Company express its thanks to the Bankers for the same.

Management is however hopeful that things would turn around soon and Company would be able to come back to its growth plans.

3) UTILISATION OF THE IPO PROCEEDS:

The statement showing proposed and actual utilization of IPO proceeds as on 31st March, 2012 is as follows:

(Rs. in lacs)

Sr. no. Particulars Utilisation of Funds

As per Prospectus Actual

01 Manufacturing Facility 9995.00 229.76

02 Margin Money for Working Capital 9995.00 *9995.00

03 Public Issue Expenses 622.33 875.32

Total 20612.33 11100.08

* The shareholders of the Company had granted their consent through the process of the postal ballot for utilization of the part of the IPO proceeds, meant as margin money for working capital for new unit to be established in SEZ, for working capital for existing unit of the Company till the aforesaid new unit commence commercial activities. Accordingly the company has utilized the fund.

The Company has invested the unutilized money in the Mutual Fund, Fixed Deposit with Banks as stated in the Balance Sheet of the Company for the year under review.

4) DIVIDEND:

Due to the loss incurred by the Company during the year under review, the Directors expressed their inability to recommend dividend for the year 2011-12.

5) FIXED DEPOSIT:

Your company has not invited any fixed deposit from the Public since its incorporation under section 58 A of the Companies Act, 1956 hence no information is required to be furnished in respect of outstanding deposit.

6) DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of Companies Act, 1956 your directors confirm as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

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

d. That the Directors have prepared the Annual accounts on a going concern basis.

7) DIRECTORS:

Mr. Sudhir Jumani, Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for reappointment.

8) PARTICULAR AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

As required by the Companies (disclosure of particulars in the Report of the Board of Directors) Rules, 1988, information pertaining to conservation of energy, Technology absorption and foreign exchange earnings & outgo are given as Annexure-I to this report.

The information required under section 217(2A) of the Companies Act, 1956 read with Rule framed there under forms part of this report and marked Annexure-II.

9) AUDITORS:

M/s. ASHOK DHARIWAL & CO., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends to the members to appoint them as Auditors of the Company and to fix their remuneration.

10) AUDITOR''S REPORT:

The Auditors Report to the shareholders does not contain any reservation, qualification or adverse remarks.

11)CORPORATE GOVERNANCE:

Pursuant to the requirements of the Listing Agreement with Stock Exchanges, your Directors are pleased to furnish the following:

1. Management Discussion and Analysis Report.

2. A report on Corporate Governance along with Auditor''s Certificate relating to compliance of conditions thereof.

12) SEZ :

As reported last year, the Company is considering to develop Textile Park in place of SEZ and if the same is finalized, the Company will obtain necessary approvals for the same.

13) ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the Co-Operation and Assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review.

For And on behalf of the Board of Directors

Place : Ahmedabad. (Pradip J. Karia)

Date : 24th August, 2012 Chairman & Managing Director

---

Mar 31, 2011

To the Members Pradip Overseas Limited,

The Directors have pleasure to submit their Annual Report and Audited Statement of Accounts for the year ended on 31st March, 2011.

1) Financial review:

[Rs. in lacs]

Sr. No. Particulars 2010-11 2009-10

01. Income From Operations 216118.90 160587.92

02. Other Income 1665.85 832.24

03. Financial Charges 10320.77 7266.72

04. Depreciation 570.46 683.05

05. Profit Before Tax 11741.75 10320.25

06. Taxation 3601.07 3421.29

07. Profit After Tax 6925.51 6898.96

2) OPERATIONS:

The revenue during the year under review has jumped from Rs. 1605.88 Crores in 2009-10 to Rs. 2161.19 Crores in 2010-11 registering 34.58 % growth. The net profit during the year under review has posted 0.38% growth from Rs. 68.99 Crores in 2009-10 to Rs. 69.26 Crores in 2010-11. The improvement in the working of the Company is the result of better capacity utilization, penetration of high value added products, improvement in the export market etc.

During the year under review the Company has commenced manufacturing of ready made garments and the performance of the same is satisfactory.

From the aforesaid chart, it can be seen that the price were increased month over month. Though, your company has successfully passed major portion of price rise in cotton, this unusual pricing pattern has left impact on the profit margins of the company for the year.

Further, during the year, the company also suffered loss on account of fire, which broke out in the grey processing unit of the factory premises of the company. The net loss, after considering insurance claim sanctioned and received, was to the tune of Rs. 12.15 Crores.

Due to both the above reasons, the company could not maintain the profit growth during the year. Both the reasons, which impacted the profit growth are of "One Off" nature and are unlikely to repeat.

SEZ:

As the shareholders are aware that the Company had undertaken the development of sector specific textile SEZ and has already purchased major part of the land for the said project, however, the said project could not commence due to non availability of small part of the land necessary to approach the Central Government to issue of notification by it. This has resulted in delay in implementation of the project for expansion of the capacity in the aforesaid SEZ. The Company has made representation to the Government of Gujarat also for the availing the required land as stated hereinbefore. This has resulted into delay in implementation of the project for expansion of the capacity by establishing a unit in the aforesaid SEZ. Moreover, in the Financial Act, 2011, the Central Government has introduced Minimum Alternative Tax on the units in SEZ , which has withdrawn one of the major benefits made available to the SEZ units as well as to the SEZ Developers. None the less, the company is also Looking for right partners to undertake the development of SEZ or Textile Park with a view to create a Textile Industry cluster in line with the third party procurement policy followed by the company.

CAPACITY EXPANSION:

Considering the growth in Business and Revenue, it is imperative for the company to expand its manufacturing capacity. The company has undertaken Rs. 437 Crs. expansion cum modernization plan which includes Upgradation of its existing narrow width unit,and expansion of capacity at Wider Width unit. The expansion cum modernization plan will result in capacity expansion by 56 million meters per annum. The entire expansion cum modernization plan is expected to be completed during financial year 2011-12 and upon completion; the total capacity of the company would stand at 196 million meters per annum.

PRESENCE IN USA:

Despite continuing sluggishness in USA market, the management is quite bullish on business development in USA, particularly for the reason of US Home Linen Business moving away from Pakistan in favour of India. In order to exploit full potential of this opportunity window, the Company has formed a wholly owned subsidiary Company namely Pradip Home Fashions, INC, USA which will be special purpose vehicle Company to establish and develop direct business relationship with regional and national retail chain in North America. The company is also considering some opportunities to acquire existing buying house business in North America. This will enhance the direct presence of the Company in market of the USA and other neighbouring countries.

4) UTILISATION OF THE IPO PROCEEDS:

The statement showing proposed and actual utilisation of IPO proceeds as on 31st March 2011 is as follows:

(Rs. in lacs)

Sr. no. Particulars Utilisation of Funds

As per Prospectus Actual

01 Manufacturing facility 9995.00 515.00

02 Margin Money for Working capital* 9995.00 0.00

03 Public Issue Expenses 622.33 875.32

Total 20612.33 1390.32

* The shareholders of the Company had granted their consent through the process of postal ballot for utilisation of the part of the IPO proceeds, meant as margin money for working capital for new unit to be established in SEZ , for working capital for existing unit of the Company till the aforesaid new unit commence commercial activities. Accordingly the Company has utilised the fund.

The Company has invested the unutilised money in the Mutual fund, Fixed Deposit with Banks as stated in the Balance sheet of the Company for the year under review.

5) DIVIDEND

Your Directors recommended for consideration of the shareholders at the Annual General Meeting for payment of dividend for the year 2010-11 @ 10% ( Rs. 1 per share) on 4,03,66,819 Equity shares ofRs. 10/- each.

6) FIXED DEPOSIT:

Your company has not invited any fixed deposit from the Public since its incorpation under section 58 A of the Companies Act, 1956 hence no information is required to be furnished in respect of outstanding deposit.

7) DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of Companies Act, 1956, your directors confirm as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

c. That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

8) DIRECTORS:

Mr. Jivan Singh Negi, Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for reappointment.

9) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

As required by the Companies ( Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, information pertaining to conservation of energy, Technology absorption and exports are given as Annexure I to this report.

The information required under section 217 (2A) of the Companies Act, 1956 read with the Rule framed there under forms part of this report and marked as annexure II.

10) AUDITORS :

M/s. ASHOK DHARIWAL & CO., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recomends to the members to appoint them as an Auditors of the Company and to fix their remuneration.

11) AUDIOTRS REPORT:

The Auditors Report to the shareholders does not contain any reservation, qualification or adverse remarks.

12) Corporate governance :

Pursuant to the requirements of the Listing Agreements with Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussions and Analysis Report.

2. A report on Corporate Governance along with Auditor's Certificate relating to compliance of conditions thereof.

13) Acknowledgement:

Your Directors acknowledge with gratitude the co-operation and assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review.

For And on behalf of the Board of Directors

Place : Ahmedabad. (Pradip J. Karia)

Date : 27th June, 2011 Chairman & Managing Director

---

Mar 31, 2009

The Directors have pleasure to submit their Annual Report and Audited Statement of Accounts for the year ended on 31st March, 2009.

1. FINANCIAL REVIEW:

RS.IN LACS

Sr.No. Particulars 2008-09 2007-2008

01. Income From Operations 117058.11 65802.37

02. Other Income 532.63 578.28

03. Financial Charges 4559.87 2184.89

04. Depreciation 539.34 511.86

05. Profit Before Tax 6757.67 6060.81

06. Profit After Tax 4437.00 3902.17

2. OPERATIONS:

During the year under review , there was a robust and massive growth in the turn over as well as profit of the Company. In spite of the global financial meltdown and general slow down of major economics of the world, the Company was able to achieve its growth.

The growth is mainly attributed to better capacity utilization, balanced growth of markets in India, Europe and North America, Aggressive strategy to acquire new customers in all the markets. The Management continues to follow the strategy of building business before building capacities. Since our Company has already announced and undertaken setting up of new production capacities in textile SEZ near Ahmedabad, we have preferred to build business volume ahead of the new capacities going on stream. The comparatively lower growth in profits is expected to be recovered as soon as the new capacities become operational in financial year 2010-11.

During the year under consideration, your Company has taken certain business initiatives. We have launched our first branded bed linen under the brand name "Lucy-B-Linen" in domestic market. The product was launched in June 2008. Our object is to distribute our branded products through existing distribution channel. Currently "Lucy-B-Linen" Products are available at more than 600 Home Furnishing Retail Outlets in most of the cities and towns in the country. During the following years, we intend to invest in strengthening of our brand and distribution channel.

We have also obtained all clearances and Government approvals in respect of our textile Special Economic Zone Project. We are currently awaiting the final Notification from the Central Government to lay down the strategy for implementation of SEZ Project and furtherance of business activities in infrastructure sector.

Companys operations during the year ended on a positive note with Income from operations showing a growth of around 77.89 % over the previous year and Profit after Tax at 44.37 Crores registered a growth of 13.71 % over the previous year. With consistent quality and timely execution of orders, Company has not only successfully retained most of the customers but added new customers during the period under review.

3, IPO OF THE COMPANY THROUGH BOOK BUILDING PROCESS:

The company had filed draft red herring prospectus with SEBI on 31st december, 2008 for issue of 1,06,00,000 equity share each of Rs. 10/- at a premium, that may be decided later on, to part finance the expansion project of the company. The company has availed in principal approval from National Stock Exchange and Bombay Stock Exchange in respect of the application seeking permission for equity shares to be dealt on the stock exchanges subject to the company completing post issue requirements. The company has also executed agreement with NSDL and CDSL for dematerialization of the shares in the company. The shares will be issued through book building route. The company is now awaiting final observations from SEBI. Upon receipt of the same, the management shall decide the time to go for IPO in consultation with the lead managers.

4, DIVIDEND:

In order to conserve resources of the Company and looking to the requirement of the fund for expansion plans on hand, your Directors do not recommend any dividend for the year.

5, FIXED DEPOSIT:

Since your company has not invited any fixed deposit from the Public under section 58 A of the Companies Act, 1956 no information is required to be furnished in respect of outstanding deposit.

6, DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of Companies Act, 1956, your directors confirm as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

c. That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

7. DIRECTORS :

Mr. Vishal R. Karia and Mr. Jivansingh Negi, Directors of the Company will retire by rotation and being eligible offer themselves for reappointment .

8, PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT. 1956 :

The list of employees as specified in section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 , the names and other particulars of employees are set in a separate statement attached to this report.

The information relating to conservation of energy, technology absorption and Foreign Exchange Earnings and outgo required under section 217 (1) (e) of the Companies Act, 1956 is set out in a separate statement attached to this report.

9. ISSUE OF BONUS SHARE:

During the year under review the Company had issued Bonus Shares in the ratio of one share for the one share held by him.

10, AUDITORS:

M/s. ASHOK DHARIWAL & CO., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from the Auditors stating that their appointment, if made, will be within the limits of Section 224(1 B) of the Companies Act, 1956.

As per the provisions of Section 217 of the Companies Act, 1956 the Board is require to comment on the adverse comments if any of the Auditors. As per the Auditors report there is no adverse comment/qualification from the auditors report which require clarifications.

11. ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the Co-Operation and Assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review.

By Order Of The Board Of Directors Place: Ahmedabad

Date :29 July,2009 (Pradip J.Karia) Chairman &Managing Director