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Directors Report of Rupa & Company Ltd.

Mar 31, 2016

DEAR SHAREHALDERS,

The Directors have pleasure in presenting their 31st Annual Report on the Business and Operations of the Company, along with the Audited Accounts of the Company, for the Financial Year ended March 31, 2016.

Financial Highlights

The financial performance of the Company is as hereunder:

Standalone Financial Review (Amount in Rs.)

Particulars 2015-16 2014-15

Turnover 10,13,02,95,623 9,69,06,69,114

Profit before Finance Charges, Tax, Depreciation/ Amortization (PBITDA) 1,35,09,65,268 1,38,87,38,714

Less: Finance Charges 18,75,89,255 23,38,09,678

Profit before Tax, Depreciation/ Amortization (PBTDA) 1,16,33,76,013 1,15,49,29,036

Less: Depreciation 15,17,03,052 15,06,00,092

Profit before Tax & Exceptional Item 1,01,16,72,961 1,00,43,28,944

Add: Exceptional Item (Dividend received from Subsidiary) 12,29,99,820 -

Profit before Tax (PBT) 1,13,46,72,781 1,00,43,28,944

Less: Tax Expense 35,51,35,632 34,72,58,567

Net Profit after Tax (PAT) 77,95,37,149 65,70,70,377

Appropriations

Interim Dividend on Equity Shares 21,86,92,540 -

Proposed Final Dividend on Equity Shares - 21,86,92,540

Dividend Tax 4,45,20,656 1,94,80,749

Transfer to General Reserve - 10,00,00,000

Consolidated Financial Review (Amount in Rs.)

Particulars 2015-16 2014-15

Turnover 10,14,83,39,040 9,72,59,91,061

Profit before Finance Charges, Tax, Depreciation/ Amortization (PBITDA) 1,35,87,08,973 1,42,78,06,380

Less: Finance Charges 18,78,11,466 23,53,83,967

Profit before Depreciation/ Amortization (PBTDA) 1,17,08,97,507 1,19,24,22,413

Less: Depreciation 15,23,98,852 15,13,18,025

Profit before Tax (PBT) 1,01,84,98,655 1,04,11,04,388

Less: Tax Expense 35,92,19,807 35,94,38,049

Net Profit after Tax (PAT) 65,92,78,848 68,16,66,339

State of Company''s Affairs and Future Outlook

The Company achieved a turnover of Rs. 1013.03 crores in Financial Year 2015-16 as against Rs. 969.07 crores in 2014-15, i.e. registering a growth of 4.54% in Revenue from Operations over the last year. During the year, the Profit before Interest, Depreciation and Tax stood at Rs. 135.10 crores as against Rs. 138.87 crores during the previous year. The Net Profit for the year 2015-16 stood at Rs. 77.95 crores, after inclusion of Exceptional Item i.e. Dividend received from Subsidiary Company, as compared to Rs. 65.71 crores during the previous year, a growth of 18.63% over the last year.

The Company is engaged in the Manufacturing, Branding and Marketing of Men''s and Women''s Innerwear, Thermal wear and Casual wear for kids and all sections of the society, like, Economy, Mid-Premium, Premium and Super-Premium. It has over 18 brands and 8000 SKUs (Stock Keeping Unit), having a strong brand recall. In order to nurture its brands, the Company has been consistently involved in robust advertisement & brand promotion activities, thereby spending extensively on brand communication. To enhance the brand recall of its Thermal wear, the Company recently launched a new ad campaign for its Thermal wear brand ''Torrido''. The Company has been aggressively focusing on the Premium segment (''M-series''), which offers higher operating margins. To sustain higher margins, it has been expanding its Premium products category, which attracts relatively higher pricing power. To create brand awareness and reach customers directly, it has also opened EBOs (Exclusive Business Outlet) for M-Series. The Company has been constantly reinventing itself by launching new brands and leveraging its existing brands by extending new product lines. The Company is also looking at leveraging its brand equity by entering into the Kids Innerwear segment and has launched the ''Kidline'' brand. The Company has a presence in the infant wear segment through its brand ''Bumchum Tots''.

In innerwear industry, the Company is a leader having a distribution network across India. The Company has a PAN-India presence with a large distribution network consisting of 4 central warehouses, 6 EBOs, 20 branches, 1000 dealers and more than 1,18,000 retailers. It is also looking at enhancing availability through presence in e-commerce, MBOs (Multi- Brand Outlet) and LFRs (Large Format Retail Store). The Company is also looking forward to open Rupa EBOs through the franchise route across India and expand its retail footprint.

The Company has manufacturing facilities situated at Howrah Domjur, Tirupur, Bengaluru and Ghaziabad. The Company has sales offices situated at Kolkata, Patna, Varanasi, Mumbai, Jaipur, Indore, Delhi, Ghaziabad, Kanpur, Bengaluru, Tirupur and Hyderabad.

The Indian innerwear market is estimated to grow at 13% to reach Rs. 59,540 crores by 2023. Innerwear appears to be a potential growth category.

The Company believes in the overall development of the innerwear and casual wear industry across India through its innovative designs, superior product quality, ability to create a sustainable business model, initiatives to nurture the in- house talent and zeal towards the healthy creation of stakeholders'' value. To overcome the various economical challenges, the Company from time to time revisits its marketing strategy. The Company has always been responsive towards the changing fashion needs by introducing new line of products across all segments.

Subsidiaries

The Company has the following 3 (three) Wholly-owned Subsidiaries as on March 31, 2016:

i) Euro Fashion Inners International Private Limited, which was engaged in selling hosiery products under the brand name "EURO", which are premium products, designed for the fashion conscious consumers. The Business Operations of Euro Fashion Inners International Private Limited has been transferred to its Holding Company through a Business Collaboration Agreement w.e.f. April 1, 2014.

During the year under review, the Revenue from Operations, including Other Income, was Rs. 7.31 lacs as against Rs. 1911.86 lacs during the previous year. Net Loss during the year was Rs. 7.75 lacs as compared to the Profit of Rs. 162.46 lacs during the previous year.

ii) Imoogi Fashions Private Limited, which is engaged in manufacturing, processing and selling hosiery and outer casual wear products, especially for children up to the age of 12 years under the brand name "Imoogi".

During the year under review, the Revenue from Operations, including Other Income, was Rs. 246.35 lacs as against Rs. 501.22 lacs during the previous year. Net Profit during the year was Rs. 53.23 lacs as compared to Rs. 83.49 lacs during the previous year.

iii) Oban Fashions Private Limited, incorporated on December 29, 2015 with the objects, inter alia, to operate Indian business of international brands managed under licensing/ franchise/ joint venture/ ownership arrangements etc. Oban Fashions Private Limited has on April 07, 2016, entered into a definitive License Agreement with French Connection Limited, whereby the Wholly-owned Subsidiary has acquired the exclusive license from French Connection Limited to develop, manufacture, marketing and sale of the innerwear and related products with the Brand name ''FCUK'' in India.

During the period ended March 31, 2016, the Revenue from Operations, including Other Income, was Nil and the Loss was Rs. 18.09 lacs.

In terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the above subsidiaries are not material subsidiaries.

The statement in Form AOC-1 containing the salient features of the aforesaid subsidiaries is separately annexed in terms of the first proviso to Section 129(3) of the Companies Act, 2013, including any subsequent amendments thereto (''the Act''), read with Rule 5 of the Companies (Accounts) Rules, 2014. The Audited Financial Statements, including the Consolidated Financial Statements of the Company and other related information and the Audited Accounts of subsidiaries are available on the website of the Company at www.rupa.co.in.

The Annual Accounts of the subsidiaries and the related detailed information shall be made available to the Members of the Company seeking such information at any point of time. The Members may request for such information by writing to the Company Secretary at the Registered Office of the Company. The copy of Annual Accounts of the subsidiaries shall be kept for inspection by the Members at the Company''s Registered Office.

Except as stated hereinabove, the Company did not have any other subsidiary, joint venture or associate company during the year under review.

Change(s) in the Nature of Business

During the year under review, there were no changes in the nature of the business of the Company.

Dividend

During the Financial Year 2015-16, the Board of Directors of the Company has declared interim dividend to the Shareholders of the Company @ 275% i.e. Rs. 2.75 per share for 7,95,24,560 equity shares of Rs. 1/- each, amounting to a total outflow of Rs. 21,86,92,540/-.

Transfer to Reserves

The Board proposes not to transfer any amount to General Reserve.

Changes in Share Capital

During the year under review, there were no changes in the share capital of the Company.

Credit Rating

Crisil Limited, the Credit Rating Agency, has assigned the credit ratings CRISIL A / stable and CRISIL A1 for the long term and the short term debt instruments/ facilities of the Company, respectively.

Directors and Key Managerial Personnel

Details of Directors and Key Managerial Personnel (KMP) appointed, re-appointed or resigned during the year are as below:

Sl. No. Directors/ KMP Date of Appointment, Re-appointment/ Resignation

1 Mr. Prahlad Rai Agarwala, Re-appointed as Chairman (Whole-time Director) in the Annual General Chairman Meeting (AGM) held on September 15, 2015 w.e.f. April 1, 2015

2 Mr. Ramesh Agarwal, Re-appointed as Whole-time Director in the AGM held on September Whole-time Director 15, 2015 w.e.f. April 1, 2015

3 Mr. Mukesh Agarwal, Re-appointed as Whole-time Director in the AGM held on September Whole-time Director 15, 2015 w.e.f. April 1, 2015

Sl. No. Directors/ KMP Date of Appointment, Re-appointment/ Resignation

4 Mrs. Alka Devi Bangur, Appointed in the AGM held on September 15, 2015 w.e.f. November 14, Independent Director 2014 [from Additional Director (Independent) to Independent Director]

5 Mr. Arihant Kumar Baid, Appointed as Additional Director Executive w.e.f. November 5, 2015 Additional Director Executive

6 Mr. Sudip Chatterjee Resigned as Company Secretary (KMP) w.e.f. December 21, 2015 Company Secretary & KMP

Mr. Ramesh Agarwal, Whole-time Director retires by rotation in the ensuing AGM and being eligible, offers himself for re- appointment.

Further, details of Directors to be appointed/ re-appointed are provided in the Explanatory Statement to the Notice of the ensuing AGM.

The Company has appointed Mr. Kundan Kumar Jha as the Company Secretary & Compliance Officer (KMP) w.e.f. May 30, 2016.

Further details of Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. Statement on Declaration given by Independent Directors under Section 149(7) of the Act

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the Listing Regulations (Clause 49 of the erstwhile Equity Listing Agreement).

Number of Meetings of Board of Directors

During the Financial Year 2015-16, 5 (five) meetings of the Board of Directors were held, details of which are given in the Corporate Governance Report, which forms part of this Annual Report.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on March 11, 2016, inter alia, to:

- review the performance of Non-Independent Directors and the Board as a whole;

- review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-executive Directors;

- assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively & reasonably perform their duties.

Annual Evaluation of Performance

Pursuant to the provisions of the Act and the Listing Regulations (Clause 49 of the erstwhile Equity Listing Agreement), the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Directors individually.

The Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting have reviewed the performance of Non-Independent Directors and the Board as a whole and also the performance of the Chairperson of the Company. The review of performance of Non-Independent Directors was done, after discussing with them, on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members, etc. The evaluation of the Chairperson of the Company was conducted on various parameters such as leadership quality, capability, availability, clarity of understanding, governance & compliance and degree of contribution, etc.

The Nomination and Remuneration Committee of the Board, based on the report of the Independent Directors, have evaluated the performance of the Non-Independent Directors. The Committee members also evaluated the performance of the Independent Directors of the Company considering their requisite skills, competence, experience and knowledge of the regulatory requirements relating to governance such as roles and responsibilities, the Code of Conduct of the Company, including the Code for Independent Directors, the erstwhile Equity Listing Agreement, the Act, the Listing Regulations etc.

The Board of Directors of the Company, based on the report of the Independent Directors and the Nomination and Remuneration Committee, have evaluated the performance of the Board and of the individual Directors. The Board also carried out the evaluation of performance of its Committees on various parameters, such as, adequacy of meetings in enhancing the effectiveness of the Committee, existence of a defined set of objectives/ terms of reference, etc.

The process of review and evaluation of performance of Board, it''s Committees and of individual Directors was found to be satisfactory.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, are given in ''Annexure - I'' attached hereto.

Particulars of Employees

The particulars of employees, as required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in ''Annexure - II'' attached hereto.

Disclosure on Employee Stock Option/ Purchase Scheme

Presently, the Company does not have any Employee Stock Option/ Purchase Scheme.

Audit Committee

As on March 31, 2016, Audit Committee comprises of 5 (five) members, of which majority comprises of Independent Directors. The details with respect to the composition of the Audit Committee, the number of meetings held and the terms of reference has been detailed out in the Corporate Governance Report forming part of this Annual Report.

Further, there were no instances where in the Board had not accepted recommendations of the Audit Committee.

Vigil Mechanism

In terms of Section 177 of the Act read with the Rules made thereunder and Regulation 22 of the Listing Regulations (Clause 49 of the erstwhile Equity Listing Agreement), the Company has framed a ''Whistle Blower Policy'' with an objective to provide an avenue to address concerns, in line with the policy of the Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, as well as timely redressal of concerns and disclosures to build and strengthen a culture of transparency and trust in the Company. The mechanism also provides for adequate safeguards against victimization of employees availing the mechanism and in exceptional cases, direct access to the Chairman of the Audit Committee to report instances of fraud/ misconduct. Audit Committee looks into the complaints raised, if any and their redressal.

Nomination and Remuneration Committee

Details pertaining to constitution of the Nomination and Remuneration Committee of the Board of Directors of the Company, number of meetings held and attendance therein and its terms of reference have been stated in the Corporate Governance Report forming part of this Annual Report.

Policy on Director''s Appointment and Remuneration

The Board on the recommendation of Nomination and Remuneration Committee has framed a policy on Appointment and Remuneration of Directors, KMP and other employees of the Company as prescribed under Section 178(3) of the Act and the same in brief is given in ''Annexure - III'' attached hereto.

Stakeholders'' Relationship Committee

Details pertaining to the constitution of the Stakeholders'' Relationship Committee of the Board of Directors of the Company, number of meetings held and attendance therein and its terms of reference have been stated in the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility (CSR)

Terms of Reference: The detailed terms of reference of the Corporate Social Responsibility Committee is available on the website of the Company at the link, http://rupa.co.in/site/wp-content/uploads/2015/10/Member_of_ CSR_Committee1. pdf

Composition of the Committee

Name of Member Position Category

Mr. Prahlad Rai Agarwala Chairman Executive

Mr. Kunj Bihari Agarwal Member Executive

Mr. Vinod Kumar Kothari Member Non-Executive, Independent

The composition of the Committee complies with the provision of Section 135 of the Act read with the Rules made thereunder.

Meeting and Attendance

During the Financial Year ended March 31, 2016, three (3) meetings of the Corporate Social Responsibility Committee were held. The details of meeting and attendance are as hereunder:

Name of Member Meetings held during the year and Attendance

May 21, 2015 August 6, 2015 November 5, 2015

Mr. Prahlad Rai Agarwala Present Present Absent

Mr. Kunj Bihari Agarwal Present Present Present

Mr. Vinod Kumar Kothari Absent Absent Present

Annual Report on CSR Activities as prescribed under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in ''Annexure - IV'' attached hereto.

Extract of the Annual Return

The extract of Annual Return as at the Financial Year ended March 31, 2016 in Form MGT-9 is given in ''Annexure - V'' attached hereto.

Risk Management Policy

The Company has a Risk Management Policy which lays down the framework for identification and mitigation of various risks. The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, and to establish a framework for the Company''s risk management process.

The Risk Management Framework emphasises on proper analysing and understanding of the underlying risks before undertaking any transactions. This enables proper assessment of all risks and ensures that the transactions and processes conform to the Company''s risk appetite and regulatory requirements.

The Risk Management Policy is discussed at the meeting of the Board of Directors. The management accepts the suggestions put forward by the Directors of the Company with regard to mitigation of risks that may arise in future. Further, in the opinion of the Board, there are no factors which threaten the existence of the Company.

Internal Financial Control Systems with reference to Financial Statements and its Adequacy

The Company has adequate Internal Financial Control systems and procedures which are commensurate with the size and nature of business. It is ensured that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The Internal Financial Control systems of the Company are monitored and evaluated and reviewed by the Audit Committee.

The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. In this regard, the Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with the management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Further, the certificate from Managing Director (MD) and Chief Financial Officer (CFO) in terms of Regulation 17(8) of the Listing Regulations provided in this Annual Report also certifies the adequacy of the Internal Control systems and procedures.

Statutory Auditors and Auditors'' Report

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, has been appointed as the Statutory Auditors of the Company for a period of 4 (four) years from the conclusion of the 29th AGM of the Company until the conclusion of the 33rd AGM of the Company for the Financial Year 2017-18. Further, the Board recommends the Members to ratify the said appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company for the Financial Year 2016- 17 at the ensuing AGM of the Company. The notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations/ comments.

Details in respect of Fraud

During the Financial Year 2015-16, the Auditors have not reported any fraud as prescribed under Section 143(12) of the Act.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed, CS Nidhi Bagri of M/s. Nidhi Bagri & Company, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report in Form MR-3 for the Financial Year 2015-16 forms part of this Annual Report as ''Annexure - VI'' annexed hereto. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

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 this Report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company and the date of this Report.

Details of significant and material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and the Company''s operations in future

No such significant and material order has been passed by any Regulator/ Court/ Tribunals against the Company which will impact the going concern status and the Company''s operations in future.

Deposits

The Company has not accepted any deposit within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31, 2016.

Particulars of loans, guarantees or investments under Section 186 of the Act

The Company did not give any loans or guarantee or made any investments under Section 186 of the Act.

Particulars of Contracts or Arrangements with Related Parties

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. All contracts/ arrangements/ transactions entered by the Company during the Financial Year 2015-16 with related parties were in the ordinary course of business and on an arm''s length basis and were reviewed by the Audit Committee of the Board. Further, during the Financial Year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company''s policy of Materiality of Related Party Transactions.

The policy on dealing with Related Party Transactions is available on the website of the Company at, http://rupa.co.in/site/ wp-content/uploads/2015/10/policy-on-related-party-transactions.pdf

Corporate Governance Report

The Corporate Governance Report, in terms of Regulation 34(3) read with Schedule V of the Listing Regulations, forms part of this Annual Report.

The Company has obtained a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance and the same forms part of this Annual Report.

Declaration by Managing Director to the effect of compliance with the Code of Conduct by the Board members and Senior Management Personnel forms part of this Annual Report.

Management Discussion and Analysis Report

The Management Discussion & Analysis Report, in terms of Regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to provide a safe & conducive work environment to its employees and has formulated ''Policy for Prevention of Sexual Harassment'' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment.

However, during the period under review no such incidence has been reported.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

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

(ii) that such accounting policies as mentioned in notes to the annual accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for that period;

(iii) that 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 has been taken;

(iv) that the annual accounts has been prepared on a going concern basis;

(v) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively; and

(vi) that internal financial control to be followed by the Company are in place and that such internal financial controls are adequate and are operating effectively.

The observations of the Auditors as regards internal financial controls were taken note of by the Audit Committee. While the observations as regards packing materials, constituting approximately 29% of the total purchases as per financial statements under reference, have been noted for appropriate implementation by the Company, based on the extent of supervision by senior management, nature and complexity of operations, the Audit Committee was of the view that the Auditors'' comment as regards practice for issuing purchase orders was based on observations of a very limited and non-recurring nature. The Audit Committee was of the view that the existing internal control on placement of purchase orders, given the existing hierarchy of authorizations for procurement, was commensurate with the nature and extent of the Company''s operations.

Acknowledgement

We thank our customers, vendors, bankers, stakeholders and the Government for their continued support during the year.

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is possible because of their hard work, solidarity, co-operation and support.



By order of the Board

For Rupa & Company Ltd



Sd/-

Prahlad Rai Agarwala

Place: Kolkata Chairman

Date: May 30, 2016 DIN: 00847452


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 30th Annual Report on the Business and Operations of the Company, along with the Audited Accounts of the Company, for the Financial Year ended March 31,2015.

Financial Highlights

The financial performance of your Company (Amount in Rs.) appears as follows:

Particulars 2014 - 2015 2013 - 2014

Turnover 9,690,669,11 8,941,023,527

Profit before Finance Charges, Tax, 1,388,738,714 1,314,263,870 Depreciation/Amortization (PBITDA)

Less : Finance Charges 233,809,678 245,181,361

Profit before Depreciation 1,154,929,036 1,069,082,509 /Amortization (PBTDA)

Less : Depreciation 150,600,092 111,750,233

Net Profit before Taxation (PBT) 1,004,328,944 957,332,276

Provision for Taxation 347,258,567 336,771,030

Profit/(Loss) after Taxation (PAT) 657,070,377 620,561,246

Provision for Proposed Dividend 218,692,540 198,811,400

Dividend Tax 19,480,749 33,787,997

Transfer to General Reserve 100,000,000 100,000,000

On the basis of Consolidated Financial Statement, the performance of the Group appears as follows:

(Amount in Rs. )

Particulars 2014 - 2015 2013 - 2014

Turnover

Profit before Finance Charges, 1,427,806,380 1,376,546,218 Tax, Depreciation/Amortization (PBITDA)

Less : Finance Charges 235,383,968 246,961,631

Profit before Depreciation 1,192,422,414 1,129,584,587 /Amortization (PBTDA)

Less : Depreciation 151,318,025 112,459,399

Net Profit before Taxation (PBT) 1,041,104,388 1,017,125,188

Provision for Taxation 359,438,049 356,418,140

Profit/(Loss) after Taxation (PAT) 6,861,666,339 660,707,048

Provision for Proposed Dividend 218,692,540 198,811,400

Dividend Tax 44,520,655 33,787,997

Transfer to General Reserve 100,000,000 100,000,000

State of Company''s Affairs and Future Outlook

The Indian innerwear market is estimated to grow at 13 per cent to reach Rs. 59,540 crores by 2023. Innerwear appears to be a potential growth category. Further, the recent changes brought about by the Government of India, viz. allowing 51 per cent Foreign Direct Investment (FDI), in Multi-Brand Outlets (MBOs), and 100 per cent FDI in Exclusive Brand Outlets (EBOs), have provided a lucrative business opportunity for your Company to forge or enter into business alliances to bring foreign brands in the Indian market.

Your Company is engaged in the manufacturing, branding and marketing of men''s and women''s innerwear and casual wear for all kids and all sections of societies like economy, mid- premium, premium and super- premium. Your Company is the leader in innerwear industry having a large distribution network across India where the products of the Company are sold through more than 1,18,000 retail outlets.

Your Company has manufacturing facilities situated at Bengaluru, Tirupur, Domjur and Ghaziabad. Across the country the Company has sales offices situated at Patna, Varanasi, Mumbai, Jaipur, Indore, Delhi, Ghaziabad, Kanpur, Bengaluru, Tirupur, Hyderabad and Kolkata.

Your Company has achieved a growth of 8.09 % in Sales & Income from Operations during the year under review. The Revenue from Operations including other income during the year under review is Rs. 9,740,154,724/- as against Rs. 9,011,279,753/- in the previous year. Your Company has also achieved a growth of 3.72% in Gross Profit before Interest, Depreciation and Tax during the period under review. The Gross Profit before Interest, Depreciation and Tax during the year under review is Rs. 1,388,738,714/- as compared to Rs. 1,314,263,870/- in the previous year. The Profit after Tax for the year under review is Rs. 657,070,377/- as against Rs. 620,561,246/- in the previous year.

Your Company believes in the overall development of the innerwear and casual wear industry across India through its innovative designs, superior product quality, ability to create a sustainable business model, initiatives to nurture the in-house talent and zeal towards the healthy creation of stakeholders'' value. To overcome the various economical challenges, the Company from time to time revisits its marketing strategy. Your Company has always been responsive towards the changing fashion needs by introducing new line of products across all segments.

Subsidiaries

Your Company has the following two Wholly Owned Subsidiaries -

1. M/s. Euro Fashion Inners International Private Ltd., which is engaged in selling hosiery products under the brand name "EURO" which are premium products, designed for the fashion conscious consumers.

During the year under review there has been a decline of 60% in Sales & Income from Operations of M/s. Euro Fashion Inners International Private Ltd. The Revenue from Operations including other income during the year under review is Rs. 191,186,475/- as against Rs. 478,011,492/- in the previous year.

2. M/s. Imoogi Fashions Private Limited, which is engaged in manufacturing, processing and selling hosiery and outer casual wear products, especially for children between the ages of 0-12 years under the brand name "Imoogi".

M/s. Imoogi Fashions Private Limited has achieved a growth of 34.74% in Sales & Income from Operations during the year under review. The Revenue from Operations including other income during the year under review is Rs. 50122085/- as against Rs. 37198262/- in the previous year.

In terms of Clause 49(V)(D) of Equity Listing Agreement, these subsidiaries are not material subsidiaries.

Change(s) in the nature of business, if any

During the year under review, there were no changes in the nature of the business of the Company.

Dividend

During the Financial Year 2013-14, your Company had declared dividend of 250% for the equity shares of the Company. Your Directors are pleased to recommend a dividend of 275%, subject to the approval of shareholders for the Financial Year 2014-15 for the equity shares of the Company.

Transfer to Reserves

The Board, in its meeting held on 21st May, 2015, proposed to transfer Rs. 10 crores to General Reserve.

Changes in Share Capital

During the year under review, there were no changes in the share capital of your Company.

Directors and Key Managerial Personnel

Details of Directors or Key Managerial Personnel (KMP) appointed or resigned during the year are as below:

Sl. Directors / Key Date of Appointment/ No. Managerial Personnel Resignation

1. Mr. R. N. Bhardwaj- Director Resigned on 23/03/2015

2. Smt. Alka Devi Bangur- Director Appointed on 14/11/2014

3. Mr. N. K. Mohan- CEO & KMP Appointed on 27/08/2014 & Resigned on 02/01/2015

4. Mr. Sudip Chatterjee- Company Appointed on 12/06/2014 Secretary & KMP

5. Mr. Neeraj Sureka- Chief Appointed on 17/02/2015 Financial Officer & KMP

Mr. P. R. Agarwala, Chairman retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The details of appointment and re-appointment of Directors are provided in the Corporate Governance Report.

Statement on declaration given by Independent directors under sub-section (7) of Section 149 of the Companies Act, 2013

All the Independent Directors have given declaration of their independence in terms of Section 149(7) of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

Number of meetings of Board of Directors

For the Financial Year 2014-15, the Company held five (5) meetings of the Board of Directors, details of which form part of the Corporate Governance Report.

Meeting of Independent Directors

During the year under review the Independent Directors met on March 17, 2015 to discuss the following:

1. Review the performance of Non-Independent Directors & the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors; and

3. To assess the quality, quantity and timeliness of flow of information between the Company Management & the Board that is necessary for the Board to effectively & reasonably perform their duties.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Nomination and Remuneration Committee has laid down the criteria for performance evaluation, basis which the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A detailed discussion was done considering the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, ethics and compliances.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as leadership quality, capability, availability, clarity of understanding and degree of contribution. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the director being evaluated). The Directors expressed their satisfaction with the evaluation process.

Independent Directors conducted their meeting without the participation of other Non-Independent Directors and members of management and reviewed the performance of Board, Chairman and Non-Independent Directors. Further, Nomination and Remuneration Committee evaluated the performance of the Directors of the Company.

Managerial Remuneration

I) Disclosure of the particulars as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2014-15 in respect of employees of the Company, is provided herein below:

(a)

Sl. Directors/Chief Financial Designation Officer No. (CFO)/ Company Secretary (CS)

1. Director Chairman

2. Director Vice- Chairman

3. Director Managing Director

4. Director Whole-time Director

5. Director Independent Director

6. CFO KMP

7. CS KMP

Sl. Directors/Chief Financial Ratio of remuneration of Officer each Director/KMP to the No. (CFO)/ Company Secretary (CS) median* remuneration of the employees of the Company for the Financial Year 2014-15

1. Director (1,03,38,464:1,56,000)=66.27

2. Director (84,14,309:1,56,000)=54.00

3. Director (87,51,095:1,56,000)= 56.09

4. Director (42,00,000:1,56,000)= 26.92

5. Director (26,85,000:1,56,000)=17.21

6. CFO (50,00,000:1,56,000)=32.05

7. CS (13,60,000:1,56,000)=8.71

*''median'' means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.

(b)

Sl. Name Designation Remuneration paid No. in F. Y. 13-14 (Rs.)

1. Mr. P. R. Agarwala Chairman 51,25,000

2. Mr. G. P. Agarwal Vice-Chairman 33,00,000

3. Mr. K. B. Agarwal Managing Director 33,00,000

4. Mr. Ramesh Agarwal Whole-time Director 18,00,000

5. Mr. Mukesh Agarwal Whole-time Director 18,00,000

6. Mr. Raj Narain Bhardwaj# Independent Director 40,000

7. Mr. Dharam Chand Jain Independent Director 60,000

8. Mr. Sushil Patwari Independent Director 1,20,000

9. Mr. Vinod Kumar Kothari Independent Director 1,20,000

10. Mr. Dipak Kumar Banerjee Independent Director 40,000

Sl. Name Remuneration paid % increase in No. in F. Y. 14-15 (Rs. ) remuneration

1. Mr. P. R. Agarwala 1,03,38,464 101.73

2. Mr. G. P. Agarwal 84,14,309 155.00

3. Mr. K. B. Agarwal 87,51,095 165.18

4. Mr. Ramesh Agarwal 42,00,000 133.00

5. Mr. Mukesh Agarwal 42,00,000 133.00

6. Mr. Raj Narain Bhardwaj# 3,30,000 725.00

7. Mr. Dharam Chand Jain 2,90,000 383.33

8. Mr. Sushil Patwari 4,65,000 287.50

9. Mr. Vinod Kumar Kothari 4,90,000 308.33

10. Mr. Dipak Kumar Banerjee 4,60,000 1050.00

* Resigned with effect from March 23,2015.

* CFO has been appointed on 17/02/2015 & CS has been appointed on 12/06/2014. Therefore, no such comparative figure is provided as there has been no increase in their remuneration.

**Smt. Alka Devi Bangur, Independent Director was appointed on 14/11/2014 and Mr. S.B. Ganguly was appointed on 13/08/2014. Therefore, no such comparative figure is provided as there has been no increase in their remuneration.

(c) There has been no increase in the median remuneration of employees during the Financial Year 2014-15.

(d) There are 577 permanent employees on the rolls of company.

(e) Relationship between average increase in remuneration and company performance:

The Profit before Tax for the Financial Year ended March 31,2015 increased by 4.91% whereas the increase in median remuneration was 2%. The average increase in the median remuneration was in line with the performance of the Company.

(f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Performance of the Company:

Rupa -Standalone

Particulars March-15 March-14

Revenue form Operations 9,69,06,69,115 8,94,10,23,527

Profit before Depreciation, 1,38,87,38,712 1,31,42,63,870 Interest and Tax

Profit before Tax 1,00,43,28,944 95,73,32,276

Profit after Tax 65,70,70,377 62,05,61,246

Particulars % Increase/ (Decrease)

Revenue form Operations 8.38

Profit before Depreciation, 5.67 Interest and Tax

Profit before Tax 4.91

Profit after Tax 5.88

Remuneration of the Key Managerial Personnel:

Name Designation Remuneration Remuneration paid paid in F. Y. 13-14 in F. Y. 14-15 (Rs. ) (Rs. )

K. B. Agarwal Managing Director 33,00,000 87,51,095

Name % Increase in Remuneration

K. B. Agarwal 165.18 *

* CFO has been appointed on 17/02/2015 & CS has been appointed on 12/06/2014. Therefore, no such comparative figure is provided as there has been no increase in their remuneration.

(g) Variations in the Market Capitalization of the Company, Price Earning (P/E) Ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company.

Financial Year P/E Ratio Market Capitalization (in Rs. )

31.03.2014 24.4 1743.18 crores

31.03.2015 16.90 1698.64 crores

The percentage decrease in the market quotations of the shares of the Company as at March 31,2015 is 3.18.

(h) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e 2014-15 was 10%, whereas the increase in the managerial remuneration for the same financial year was 137%. The managerial remuneration is linked to market trend and industry segment composition, thus, increase in managerial remuneration is higher.

(i) The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

(j) There is no such employee in the Company who receives remuneration in excess of the highest paid Director during the year.

(k) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

(l) None of the Managing Director (MD), Whole-time Director (WTD) of the Company, receives commission from its subsidiaries.

II) For the Financial Year 2014-15:

1. None of the employees were in receipt of remuneration which in the aggregate was more than sixty lakh rupees;

2. Mr. Krishna Mohan Nyayapati, the Chief Executive Officer (CEO) of the Company was in receipt of remuneration for part of the year, at a rate which, in the aggregate, was more than five lakh rupees per month. He resigned from his post w.e.f. January 2, 2015.

3. Mr. Krishna Mohan Nyayapati, the Chief Executive Officer (CEO) of the Company was in receipt of remuneration for part of the year, at a rate which, in the aggregate was in excess of that drawn by the Managing Director or Whole-time Director of the Company and he was not holding by himself or along with his spouse and dependent children, more than two (2) per cent of the equity shares of the Company.

All pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company has been disclosed in the Corporate Goernance Report.

Statutory Auditors

M/s. S. R. Batliboi & Co. LLP has been appointed as the Statutory Auditor of your Company for a period of four (4) years with effect from the 29th Annual General Meeting of the Company till the conclusion of the 33rd Annual General Meeting of the Company for the Financial Year 2017-18. Now, the Board recommends the members to ratify the said appointment of M/s. S. R. Batliboi & Co. LLP as the Statutory Auditors of the Company for the Financial Year 2015-16 at the ensuing Annual General Meeting.

Response to Auditor''s Remarks

Observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

Secretarial Audit Report

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, at its meeting held on February 6, 2015, had appointed CS Nidhi Bagri of M/s. Nidhi Bagri & Company, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. CS Nidhi Bagri, Secretarial Auditor had given the Secretarial Audit Report in Form No. MR. 3 and the same has been annexed to the Board''s Report and marked as ''Annexure - A''.

Observations of the Secretarial Auditor are self-explanatory.

Disclosure on Employee Stock Option/Purchase Scheme

Presently, your Company does not have any Employee Stock Option/Purchase Scheme.

Audit Committee

As on March 31, 2015, Audit Committee comprises of five members, of which majority comprises of Independent Directors. The Composition during the year is given in the table below:

Name of Member Position Category

Mr. Vinod Kumar Kothari Chairman Non-Executive & Independent

Mr. Sushil Patwari* Member Non-Executive & Independent

Mr. Raj Narain Bhardwaj** Member Non-Executive & Independent

Mr. Dipak Kumar Banerjee Member Non-Executive & Independent

Mr. Satya Brata Ganguly Member Non-Executive & Independent

Mr. Mukesh Agarwal Member Executive & Non Independent

Mr. Ramesh Agarwal Member Executive & Non Independent

* Mr. Sushil Patwari resigned from the Audit Committee of the Company w.e.f. March 17,2015.

** Mr. Raj Narain Bhardwaj resigned from the Audit Committee of the Company w.e.f. January 09,2015.

Further, there were no such instances wherein the Board had not accepted recommendation of the Audit Committee.

For details pertaining to constitution of Audit Committee and its Terms of Reference please visit ''Investor - Corporate Governance Board Committees'' section on the website of the Company, i.e., www.rupa.co.in.

Vigil Mechanism

In terms of Section 177 of the Companies Act, 2013 read with rules made there under and Clause 49 of the Listing Agreement, the Company has framed a ''Whistle Blower Policy'' with an objective to deal with issues pertaining to integrity, encouraging the employees and directors of the Company to raise any concern about Company''s operations and working environment, including possible breaches of Company''s policies and standards, without fear of adverse managerial action being taken against such employees.

It provides a channel to the employees and directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of any code of conduct or policy in force. Instances of such suspected or confirmed incident of fraud/misconduct may be reported on the designated email id., i.e. lsslal@rupa.co.in.

Audit Committee looks into the complaints raised and their Redressal.

The mechanism also provides for adequate safeguards against victimization of employees and in exceptional cases direct access to the Chairman of the Audit Committee to report instances of fraud/ misconduct.

The Policy has been uploaded in the ''Investor -Corporate Governance'' section on the website of the Company at www.rupa.co.in. Nomination and Remuneration Committee

Details pertaining to constitution of the Nomination and Remuneration Committee of the Board of Directors of the Company and its Terms of Reference have been stated in the Corporate Governance Report.

Remuneration Policy

While framing the Remuneration Policy of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement, as amended from time to time, the Remuneration Policy has been formulated for Directors, Senior Management Personnel and other employees of the Company.

The Company takes into consideration the remuneration practices prevailing in the industry and performance of the concerned personnel. The remuneration package is as per the provisions of the Companies Act, 2013. No sitting fees are paid to the Executive Directors attending the Board or Committee meetings. The necessary approvals were obtained from shareholders wherever required.

Scope of the Remuneration policy:

1. The Policy applies to all the "Executives" of the Company.

2. In addition, this Policy also extends to the remuneration of Non-Executive Directors, including principles of selection of the Independent Directors of the Company.

3. The Board of Directors has adopted the remuneration policy at the recommendation of the Nomination and Remuneration Committee. This Policy shall be valid for all employment agreements entered into after the approval of the Policy and for changes made to existing employment agreements thereafter.

4. In order to comply with local regulations, some entities and units within the Group may have remuneration policies and guidelines which shall apply in addition to the Group''s Remuneration Policy.

The Board of Directors of the Company may deviate from this Policy, if there are explicit reasons to do so in an individual case. Deviations on elements of this Remuneration Policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be disclosed in the Annual Report or in case of an appointment, in good time prior to the appointment of the individual.

Purpose of the Remuneration Policy:

This Policy reflects the Company''s objectives for good corporate governance as well as sustained and long-term value creation. This Policy will also help the Company to attain Board diversity and create a basis for succession planning. In addition, it is intended to ensure that-

1. the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive market;

2. the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

3. remuneration of the Executives are aligned with the Company''s business strategies, values, key priorities and goals and their performance.

Familiarization Programme for Independent Directors

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs) in terms of Clause 49(II)(B)(7) of the Listing Agreement, to familiarize them about the Company and their roles, rights, responsibilities in the Company.

At the time of appointing a Director, a formal letter of appointment is given to him, which, inter alia, explains the role, function, duties and responsibilities expected of him as a Director of the Company.

The familiarization programme is stated in the Corporate Governance Report. The details of such familiarization programmes for Directors may be referred to, at the website of the Company at:

http://www.rupa.co.in/upload/media/policies/Familiarization_Programme_fo r_Independent_Directors.pdf

Stakeholders Relationship Committee

Details pertaining to constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company and its Terms of Reference have been stated in the Corporate Governance Report.

Risk Management Policy

The Company has a Risk Management Policy under which risks of various departments have been identified and mitigated.

The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the Company will be identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the Company''s risk management process.

Your Company''s risk management framework emphasises on proper analysing and understanding of the underlying risks before undertaking any transactions. This enables a proper assessment of all risks and ensures that the transactions and processes conform to your Company''s risk appetite and regulatory requirements.

The Risk Management Policy is discussed at the meeting of the Board of Directors. The Management accepts the suggestions put forward by the Directors of the Company with regard to mitigation of risks that may arise in future.

Extract of the Annual Return

The extract of Annual Return as on the financial year ended March 31,2015 in Form No. MGT-9 is annexed to the Board''s Report and marked as ''Annexure - B''.

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 Statement relate and the date of the report

There were no such material changes and commitments.

Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future

No such significant and material order have been passed by any regulator/ court/ tribunals against the Company.

Internal Control System and its adequacy

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. It is ensured that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated and reviewed by the Audit Committee.

Your 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. In this regard, your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with Management''s general and specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statement in conformity with generally accepted accounting principles or any other criteria applicable to such statement, and to maintain accountability for aspects.

3. Access to assets is permitted only in accordance with Management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

The MD and CFO Certification provided in the MD and CFO Certification section of the Annual Report also certifies the adequacy of our internal control system and procedures.

Particulars of loans/ advances or investments outstanding during the financial year

No such occurrence had taken place during the year under review.

Deposits

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31,2015.

Particulars of loans/ guarantees or investments under Section 186

Your Company did not give any loans or guarantee or made any investments under Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis and were reviewed by the Audit Committee of the Board. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on Materiality of Related Party Transactions. Accordingly, no transactions are being reported in Form No. AOC - 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on dealing with Related Party Transactions can be viewed at http://www.rupa.co.in/upload/media/policies/RPT_Policy.pdf

Corporate Governance

The report on Corporate Governance, in terms of Clause 49 of the Listing Agreement, is annexed and forms part of this Annual Report.

The Company has obtained a certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in this clause and the same forms part of this Annual Report.

Declarations by Managing Director that the Board Members and Senior Management Personnel (SMP) have complied with the Code of Conduct forms part of this Annual Report.

Management Discussion and Analysis Report

The Management Discussion & Analysis Report forms part of this Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees and has formulated ''Policy for Prevention of Sexual Harassment'' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the Redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment.

There were no such incidence during the period under review.

Details of Voluntary Delisting

The Company got its shares delisted from The Calcutta Stock Exchange (CSE) and The Jaipur Stock Exchange Limited (JSEL) with effect from September 4, 2014 and July 6, 2014, respectively.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

As required under Section 134 (3)(m) of the Companies Act, 2013 and the Rules made therein, the concerned details relating to energy conservation and technology absorption are given in Annexure, which forms part of this Board''s Report and marked as ''Annexure - C''.

Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year was Rs. 230,859,010 and the Foreign Exchange outgo during the year in terms of actual outflows was Rs. 36,696,752.

Corporate Social Responsibility (CSR)

Terms of Reference:

The detailed Terms of Reference of the Corporate Social Responsibility Committee has been uploaded in the ''Investor/Corporate Governance/Board Committees'' section of the corporate website of the Company, i.e., www.rupa.co.in.

Composition of the Committee:

Name of Member Position Category

Mr. P. R. Agarwala Chairman Executive & Non- Independent

Mr. K. B. Agarwal Member Executive & Non- Independent

Mr. Vinod Kumar Kothari Member Non-Executive & Independent

The composition of the Committee complies with the provision of Section 135 of the Companies Act, 2013.

Meeting Attendance:

During the financial year ended March 31,2015, one (1) meeting of the Corporate Social Responsibility Committee was held on November 14, 2014. The attendance at the Committee Meeting is as under:

Name of Member Meetings held during the year and Attendance

November 14, 2014

Mr. P. R. Agarwal Present

Mr. K. B. Agarwal Present

Mr. Vinod Kumar Kothari Present

Disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been annexed and forms part of this Board''s Report and marked as ''Annexure - D''.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that 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 has been taken;

d) that the annual accounts has been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively; and

f) that internal financial control to be followed by the Company are in place and that such internal financial controls are adequate and are operating effectively.

Acknowledgement

Your Directors would like to record their appreciation of the hard work and commitment of the Company''s employees and warmly acknowledge all, for their help, cooperation and hard work with which the Company has been able to achieve the results.

By Order of the Board

Registered Office: For RUPA & COMPANY LTD

1, Ho Chi Minh Sarani,

Metro Tower, 8th Floor, Sd/- Kolkata - 700 071 Prahlad Rai Agarwala Dated: May 21,2015 Chairman DIN: 00847452


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their Twenty Ninth (29th) Annual Report together with the Audited Statement of Accounts of the Company and Auditors'' Report for the year ended March 31, 2014 thereon.

FINANCIAL RESULTS

The highlights of the financial results for the year 2013-14 are as follows :

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from Operations & Other Income 9,011,279,753 8,173,980,729

Total Expenditure 7,697,015,883 6,983,800,170

Profit before Finance cost, Depreciation & Tax 1,314,263,870 1,190,180,559

Less : Finance cost 245,181,361 208,860,765

Profit after Finance cost but before Depreciation and Taxation 1,069,082,509 981,319,794

Less : Depreciation 111,750,233 66,293,510

Profit before extraordinary items & Tax 957,332,276 915,026,284

Less : Provision for Tax 324,200,000 277,000,000

Provision for Deferred Tax 12,571,030 20,449,038

Provision/(Write back) relating to earlier years

Profit after Tax 620,561,246 617,577,246

Add : Surplus brought forward 1,339,052,647 937,554,919

Surplus Available 1,959,613,893 1,555,132,165 Appropriation :

Transfer to General Reserve 1,00,000,000 30,000,000

Proposed Dividend 198,811,400 159,049,120

Tax on Proposed Dividend 33,787,997 27,030,398

Balance carried to Balance Sheet 1,627,014,496 1,339,052,647

OPERATIONS

The Company has achieved a growth of 10.24 % in Sales and Income from Operations during the year under review. The Revenue from Operations including other income during the year under review is Rs. 9,011,279,753 as against in the previous year Rs. 8,173,980,729. Your Company has also achieved a growth of 10.43 % in Profit before Finance cost, Depreciation and Tax during the period under review. The Profit before Finance cost, Depreciation and Tax during the year under review is X 1,314,263,870 as compared to in the previous year Rs. 1,190,180,559. The Profit after Tax for the year under review is X 620,561,246 as against in the previous year X 617,577,246.

CORPORATE SOCIAL RESPONSIBILITY

At Rupa, business is more than just generating profits; it is also about creating value to all stakeholders. Therefore, inclusion of the community in business growth is not an investment, but all about generating economic value. The Company continues to support the activities in the areas of Education (through its association with Heritage Institute of Technology Kolkata, Heritage School Kolkata, Sri Sri Academy Kolkata and Sobhasaria Engineering College in Rajasthan), Health Programs through our association with Sankara Nethralaya, Kolkata.

SUBSIDIARY

Your Company has Wholly Owned Subsidiaries -

M/s Euro Fashion Inners International Private Ltd. which is engaged in selling hosiery products under the brand name "EURO", which are premium products designed for the fashion conscious consumers.

M/s Imoogi Fashions Private Limited, which is engaged in manufacturing, processing and selling hosiery and outer fashion wear products, especially for children between the ages of 0-12 years under the brand name "Imoogi".

In accordance with the general circular vide No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), 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 section 212 of the Companies Act, 1956 and the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 reads with General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India and Clause 32 of the Listing Agreement with Stock Exchange(s), the Audited Financial Statements, duly audited by the Statutory Auditors of the Company M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, together with the Auditors'' Report thereon is Annexed with these accounts and forms part of the Annual Accounts. The Financial Statements of each of the Subsidiary (ies) has been duly approved by the respective Board of Directors of the Subsidiary (ies).

DIVIDEND

Considering the financial performance of your Company during the Financial Year 2013-2014 and with a view to meet the expectation of shareholders and retaining resources to meet your Company''s business objectives, your Directors are pleased to recommend a dividend of Rs. 2.50 per share (250%) for the Financial Year 2013-2014 (previous year 200%).

TRANSFER TO RESERVE

The Company proposes to transfer Rs. 10 (Ten) crores to the General Reserve out of the amount available for appropriation.

DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder during the year ended March 2014.

AUDITORS'' REPORT

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

DIRECTORS

The Company Board comprised of ten directors as on March 31, 2014. The Chairman is an Executive Chairman, and half of the Board consisted of Independent Directors.

In order to ensure compliance with the provisions of Section 152 of the Companies Act, 2013 Board of Directors at their meeting held on 30th May, 2014 has changed terms of appointment of Mr. K. B. Agarwal, Managing Director from non- rotational director to a rotational director.

Pursuant to section 152 of the Companies Act, 2013, Mr. Sushil Patwari and Mr. D. C. Jain, Directors retire at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment. Board recommends for their re- appointments.

Your Company has received declarations from the Independent Directors that Mr. Vinod Kumar Kothari , Mr. Dipak Kumar Banerjee, Mr. Raj Narayan Bhardwaj and Mr. Satya Brata Ganguly confirming that they meet 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.

Accordingly, your Board recommends that Mr. Vinod Kumar Kothari, Mr. Dipak Kumar Banerjee, Mr. Raj Narain Bhardwaj and Mr. Satya Brata Ganguly existing independent directors, who were liable to retire by rotation, be re-appointed for a consecutive period of upto five(5) years, not liable to retire by rotation for approval of members at the coming AGM.

None of the directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

REPORT ON CORPORATE GOVERNANCE

Your company not only adheres to the prescribed corporate governance practices as per Clause 49 of the Listing Agreement with the Stock Exchanges in India (Listing Agreement), but is also committed to sound corporate governance principles and practices. It constantly strives to adopt emerging best practices being followed in the corporate world. It is its endeavour to achieve higher standards and provide oversight and guidance to the management in strategy implementation, risk management and fulfilment of stated goals and objectives.

Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated. Stakeholders'' interests are taken into account, before making any business decision.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the following form part of this Annual Report:

i) Management Discussion and Analysis;

ii) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

iii) Declaration duly signed by Mr. Kunj Bihari Agarwal, Managing Director to the effect that all Board Members and Senior Management Personnel of the company have affirmed compliance with the code of conduct as laid down by the Company.

iv) CEO & CFO Certification.

AUDITORS

As recommended by the Audit-Committee, Board of Directors recommends that M/s S. R. Batliboi & Co. LLP (Firm Registration number 301003E), Chartered Accountants be re-appointed as Auditors of the Company for a consecutive term of four (4) years to hold office from the conclusion of the ensuing Annual General Meeting till holding of the Annual General Meeting of the company for 2018, subject to the ratification by the shareholders in every annual general meeting of the Company.

As required under the provisions of the Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S. R. Batliboi & Co LLP; that their appointment, if made would be in conformity with the limits specified in the Section.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(b) in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures, if any;

(c) we 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 2013 - 2014, and of the profit of the Company for that period;

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

(e) The Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Remuneration of Chairman and Managing Director is given under Corporate Governance Report. Except Chairman and Managing Director, none of the employees of the Company was in receipt of remuneration which requires disclosures under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217 (1) (e) of the Companies Act, 1956 and the Rules made therein, the concerned details relating to energy conservation, technology absorption, foreign exchange earnings and outgo are given in Annexure - I attached hereto, which forms part of this Directors'' Report.

PARTICULARS REQUIRED AS PER LISTING AGREEMENT WITH STOCK EXCHANGE

A statement containing necessary information as required under the Listing Agreements with the Stock Exchanges is annexed hereto as Annexure ''II''.

ACKNOWLEDGEMENTS

Your Directors express their deep and sincere appreciation for the continued cooperation and support extended to the Company by the Government Authorities, Company''s Bankers, Financial Institutions, Vendors, Customers and Shareholders during the year under review. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the employees, which had always been a source of strength for the Company.

For and on behalf of the Board of Directors

Place : Kolkata Prahlad Rai Agarwala Dated : May 30, 2014 Chairman


Mar 31, 2013

The Directors have great pleasure in presenting their Twenty Eighth (28th) Annual Report together with the Audited Statement of Accounts of the Company and Auditors'' Report for the year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of the financial results for the year 2012-13 are as follows:

(Amounting) Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations & Other Income 8,173,980,729 6,994,727,284

Total Expenditure 6,954,214,387 6,120,826,305

Gross Profit before Interest, Depreciation & Tax 1,219,766,342 873,900,979

Less: Interests Finance Charges 208,860,765 211,430,432

Gross Profit after Interest but before Depreciation and Taxation 1,010,905,577 662,470,547

Less: Depreciation 66,293,510 60,615,340

Profit before exceptional items & Tax 944,612,067 601,855,207

Less: Exceptional Items 29,585,783

Profit before Tax 915,026,284 601,855,207

Less: Provision for Tax 277,000,000 177,000,000

Provision for Deferred Tax 20,449,038 14,349,709

Provision/(Write back) relating to earlier years (4,711,205)

Profit after Tax 617,577,246 415,216,703

Add: Surplus brought forward 937,554,919 685,976,364

Surplus Available 1,555,132,165 1,101,193,067

Appropriation:

Transfer to General Reserve 30,000,000 5,000,000

Proposed Dividend 159,049,120 119,286,840

Tax on Proposed Dividend 27,030,398 19,351,308

Balance carried to Balance Sheet 1,339,052 937,554,919

OPERATIONS

The Company has achieved a growth of 16.83% in Revenue from Operations during the year under review over the previous year. The Revenue from Operations during the year under review is Rs. 8,164,223,817 as against Rs. 6,987,959,313 in the previous year. Your Company has also achieved a growth of 39.58% in Gross Profit before Interest, Depreciation and Tax & 48.74% in Profit after Tax respectively during the period under review over the previous year. The Gross Profit before Interest, Depreciation and Tax during the year under review is Rs. 1,219,766,342 as compared to Rs. 873,900,979 in the previous year. The Profit after Tax for the year under review is Rs. 617,577,246 as against Rs. 415,216,703 in the previous year.

TRANSFER TO RESERVES

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to Reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 30,000,000 [last year Rs. 25,000,000] to the General Reserve. Distribution Tax on dividend is being borne by the Company.

CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES

The Ministry of Corporate Affairs has released a set of voluntary guidelines on Corporate Social Responsibility (CSR) in December, 2010. The Company is proactively practicing the guidelines laid down. Some of the activities carried out by the company as a part of its CSR initiatives are briefly discussed in the Annual Report.

SUBSIDIARY COMPANIES

Your Company has two Wholly Owned Subsidiaries :

¦ M/s Euro Fashion Inners International Private Ltd. which is engaged in selling hosiery products under the brand name "EURO" which are premium products designed for the taste of upper-class consumers.

¦ M/s Imoogi Fashions Private Limited which is engaged in manufacturing, processing and selling hosiery and outer fashion wear products, especially for children between the age of 0-12 years under the brand name "IMOOGI".

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & 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 Section 212 of the Companies Act, 1956 and the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies."

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 reads with General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India and Clause 32 of the Listing Agreement with Stock Exchange(s), the Audited Financial Statements, duly audited by the Statutory Auditors of the Company M/s. L B. Jha & Co., Chartered Accountants, together with the Auditors'' Report thereon is Annexed with these accounts and forms part of the Annual Accounts. The Financial Statements of each of the Subsidiary(ies) has been duly approved by the respective Board of Directors of the Subsidiary(ies).

DIVIDEND

Considering the financial performance of your Company during the Financial Year 2012-2013 and with a view to meet the twin objectives of rewarding shareholders adequately and retaining resources to meet your Company''s business requirements, your Directors are pleased to recommend a dividend of Rs. 2.00 per share (200%) for the Financial Year 2012-2013 (previous year 150%).

DEPOSITS

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

AUDITORS''REPORT

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

DIRECTORS

Mr. Dipak Kumar Banerjee joined the Board during the year under review as an Additional Director under Section 260 of the Companies Act, 1956 to hold office up to the date of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Raj Narain Bhardwaj was appointed as a Director under section 262 of the Companies Act, 1956 of the Company on May 28, 2012 to fill in the casual vacancy caused due to the resignation of Mr. R. S. Agarwal and holds office till the forthcoming Annual General Meeting and is eligible for re-appointment.

Mr. Vinod Kumar Kothari retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the following form part of this Annual Report:

i) Management Discussion and Analysis;

ii) Corporate Governance Report along with certificate from Practising Company Secretary as required under Clause 49 of Listing Agreement;

iii) Auditors'' Certificate regarding compliance of conditions of Corporate Governance;

iv) Declaration duly signed by Mr. Kunj Bihari Agarwal, Managing Director to the effect that all Board Members and Senior Management Personnel of the Company have affirmed compliance with the code of conduct as laid down by the Company.

AUDITORS

The Auditors M/s. L. B. Jha & Co., retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of the Section 224 (IB) of the Companies Act, 1956, the Company has obtained written confirmation from L. B. Jha & Co; that their appointment if made would be in conformity with the limits specified in the Section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Directors state that:

(a) in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year 2012 - 2013, and of the profit of the Company for that period;

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

(d) the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which requires disclosures under Section 217(2A) of the Companies Act, 1956 and the Rules made therein. Further, since there was no such remuneration received the Company had nothing to disclose under the requirements of provisions of Section 219(1) (b) (iv) of the said Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(l)(e) of the Companies Act, 1956 and the Rules made therein, the concerned details relating to energy conservation, technology absorption, foreign exchange earnings and outgo are given in Annexure -1 attached hereto, which forms part of this Directors'' Report.

PARTICULARS REQUIRED AS PER LISTING AGREEMENT WITH STOCK EXCHANGE

A statement containing necessary information as required under the Listing Agreements with the Stock Exchanges is annexed hereto as Annexure-II.

ACKNOWLEDGEMENTS

Your Directors express their deep and sincere appreciation for the continued cooperation and support extended to the Company by the Government authorities, Company''s Bankers, Financial Institutions, Vendors, Customers and Shareholders during the year under review. Your Directors also express and convey their warm appreciation to all employees for their diligence and contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place :Kolkata Prahlad Rai Agarwala

Dated : The 30th day of May, 2013 Chairman


Mar 31, 2012

The Directors have great pleasure in presenting their Twenty Seventh (27th) Annual Report together with the Audited Statement of Accounts of the Company and Auditors' Report for the year ended March 31, 2012.

Rupa & Company Limited is one of the leading textile companies, operating across the country and abroad, manufacturing, processing, designing and selling hosiery and fashion wear products. Rupa has, over the years, strongly anchored itself to India's textile and hosiery market.

FINANCIAL RESULTS

The highlights of the financial results for the year 2011-12 are as follows :

(Amount in Rs.)

Year Ended Year Ended 31.03.2012 31.03.2011

Revenue from Operations & Other Income 6,994,727,284 6,397,976,514

Total Expenditure 6,120,826,305 5,719,940,721

Gross Profit before Interest, Depreciation & Tax 873,900,979 678,035,793

Less: Interest & Finance Charges 211,430,432 151,963,960

Gross Profit after Interest but before Depreciation and Taxation 662,470,547 526,071,833

Less: Depreciation 60,615,340 45,802,123

Profit before Tax 601,855,207 480,269,710

Less: Provision for Tax 177,000,000 118,000,000

Provision for Deferred Tax 14,349,709 41,863,037

Provision/(Write back) relating to earlier years (4,711,205) 225,129

Profit after Tax 415,216,703 320,181,544

Add: Surplus brought forward 685,976,364 483,220,252

Surplus Available 1,101,193,067 803,401,796

Appropriation:

Transfer to General Reserve 25,000,000 25,000,000

Proposed Dividend 119,286,840 79,524,560

Tax on Proposed Dividend 19,351,308 12,900,872

Balance carried to Balance Sheet 937,554,919 685,976,364

OPERATIONS

The Company has achieved a growth of 9.44 % in Revenue from Operations during the year under review over the previous year. The Revenue from Operations during the year under review is Rs. 6,987,959,313 as against Rs. 6,385,034,297 in the previous year. Your Company has also achieved a growth of 28.89% in Gross Profit before Interest, Depreciation and Tax & 29.68% in Profit after Tax respectively during the period under review over the previous year. The Gross Profit before Interest, Depreciation and Tax during the year under review is Rs. 873,900,979 as compared to Rs. 678,035,793 in the previous year. The Profit after Tax for the year under review is Rs. 415,216,703 as against Rs. 320,181,544 in the previous year.

CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES

The Ministry of Corporate Affairs has released a set of voluntary guidelines on Corporate Social Responsibility (CSR) in December, 2010. The Company is proactively practicing the guidelines laid down. Some of the activities carried out by the company as a part of its CSR initiatives are briefly discussed in the Annual Report.

SUBSIDIARY COMPANIES

Your Company has two wholly owned subsidiaries -

- M/s Euro Fashion Inners International Private Ltd which is engaged in selling hosiery products under the brand name "EURO" which are premium products designed for the taste of upper-class consumers.

- M/s Imoogi Fashions Private Limited which is engaged in manufacturing, processing and selling hosiery and outer fashion wear products, especially for children between the ages of 0-12 years under the brand name "Imoogi".

In Compliance with General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, granted general exemption to Companies from complying with the provisions of section 212 of the Companies Act, 1956 from attaching a copy each of the Balance Sheet, Profit & Loss Account, Directors' Report, Auditors' Report etc. of the Subsidiary Companies. As required, the important information of the Annual Accounts of the Subsidiary Companies is disclosed in other part of the Annual Report. However, Annual Accounts of the Company's Subsidiary Companies will be available for inspection by member/investor with written request with the Company Secretary at the Registered Office of the Company and that of concerned Subsidiary and the hard copy of the same would be provided to any shareholders on request, if any.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 reads with General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India and Clause 32 of the Listing Agreement with Stock Exchange(s), the Audited Financial Statements, duly audited by the Statutory Auditors of the Company M/s. L.B Jha & Co., Chartered Accountants, together with the Auditors' Report thereon is Annexed with these accounts and forms part of the Annual Accounts. The Financial Statements of each of the Subsidiary (ies) has been duly approved by the respective Board of Directors of the Subsidiary (ies).

DIVIDEND

Considering the financial performance of your Company during the Financial Year 2011-2012 and with a view to meet the twin objectives of rewarding shareholders adequately and retaining resources to meet your Company's business requirements, your directors are pleased to recommend a dividend of Rs. 1.50 per share (150%) for the Financial Year 2011-2012 (previous year 100%). The distribution tax on the equity dividend is being borne by the Company and appropriated accordingly.

DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year ended March 2012.

AUDITORS'REPORT

The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

DIRECTORS

Mr. Ramesh Agarwal and Mr. Mukesh Agarwal retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Radhe Shyam Agarwal resigned from the office of Director with effect from May 28, 2012. The Board places on record its appreciation for the valuable contribution of Mr. Radhe Shyam Agarwal during his tenure as Director of the Company.

During the year under review, Mr. Raj Narain Bhardwaj was appointed a Director of the Company with effect from May 28, 2012 in the casual vacancy caused by the resignation of Mr. Radhe Shyam Agarwal.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance refers to the way a Company is governed. It is the technique by which Companies are directed and managed. It is the set of system, processes, policies and laws affecting the way a Company is directed, administered or controlled.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the following form part of this Annual Report:

i) Management Discussion and Analysis;

ii) Corporate Governance Report;

iii) Auditors' Certificate regarding compliance of conditions of Corporate Governance;

iv) Declaration duly signed by Mr. Kunj Bihari Agarwal, Managing Director to the effect that all Board Members and Senior Management Personnel of the company have affirmed compliance with the code of conduct as laid down by the Company.

AUDITORS

The Auditors M/s. L.B Jha & Co., retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

As required under the provisions of the Section 224 (IB) of the Companies Act, 1956, the Company has obtained written confirmation from M/s LB Jha & Co. that their appointment if made would be in conformity with the limits specified in the Section.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Directors state that:

(a) in the preparation of the Annual Accounts for the year ended March 2012, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year 2011 - 2012, and of the profit of the Company for that period ;

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

(d) the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which requires disclosures under Section 217(2A) of the Companies Act, 1956 and the Rules made therein as amended from time to time. Further, since there was no such remuneration received the Company had nothing to disclose under the requirements of provisions of Section 219(1) (b) (iv) of the said Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(l)(e) of the Companies Act,1956 and the Rules made therein, the concerned details relating to energy conservation, technology absorption, foreign exchange earnings and outgo are given in Annexure - I attached hereto ,which forms part of this Directors' Report.

PARTICULARS REQUIRED AS PER LISTING AGREEMENT WITH STOCK EXCHANGE

A statement containing necessary information as required under the Listing Agreements with the Stock Exchanges is annexed hereto as Annexure'II'.

ACKNOWLEDGEMENTS

Your Directors express their deep and sincere appreciation for the continued cooperation and valuable support extended to the Company by the Government authorities, Company's Bankers, Financial Institutions, Vendors, Customers and Shareholders during the year under review and look forward to receive greater measure of the same. Your Directors also express and convey their warm appreciation to all employees for their diligence and contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place :Kolkata Prahlad Rai Agarwala

Dated : The 28th day of May, 2012 Chairman

 
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