Home  »  Company  »  Siyaram Silk  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Siyaram Silk Mills Ltd.

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the 38th Annual Report of the Company along with Audited Financial Statements for the
year ended 31st March, 2016.

1. STANDALONE FINANCIAL RESULTS: (Rs,in Lacs)


2015-161 2014-15

Net Turnover and other Income 1,63,650 1,52,653

Profit before Depreciation & Tax 17,434 15,985

Less: Depreciation 4,157 4,090

Profit before Tax 13,277 11,895

Less: Provision for Taxation

Current Tax 4,407 4,278

Deferred Tax 113 (262)

4,520 4,016

Profit after Tax 8,757 7,879

Add/(Less): Adjustments
relating to earlier year 59 (8)

8,816 7,871

Add: Surplus brought
forward from
previous year 5,188 16,156

Surplus available for
appropriation 14,004 24,027

Less: Transfer to
General Reserve 10,000 17,500

Adjustment relating
to Fixed Assets - 211

Proposed Dividend - 937

Tax on Dividend - 191

Interim Dividend 1,031 -

Tax on Interim Dividend 210 -

11,241 18,839

Balance Carried
Forward to Balance Sheet 2,763 5,188

2. OPERATIONS :

During the year under review, the Total Income of your Company rose to Rs, 1,63,650 Lacs from Rs, 1,52,653 Lacs in the previous
year, reflecting a growth of 7.20%. The net profit after tax stood at Rs, 8,757 Lacs against Rs, 7,879 Lacs in the previous year,
recording a growth of 11.14%.

3. EXPANSION:

During the year under review, your Company has installed 78 Airjet Looms and 165 stitching machines along with balancing
equipments for a total outlay of Rs, 4,771 Lacs, which was financed by way of Term Loan under TUF scheme of the Government of
India and internal accruals of the Company.

4. DIVIDEND:

Your Directors had declared Interim Dividend of Rs, 11/- per Equity Share of Rs, 10/- each at its Board Meeting held on 9th
March, 2016 for the financial year 2015-16, with a total outlay of Rs, 1,241 Lacs including Tax on Dividend. As no final dividend
has been recommended on the Equity Shares, the Interim Dividend shall be fully adjusted as Final Dividend for the financial year
ended 31st March, 2016.

5. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2016 was Rs, 937.40 Lacs. During the year under review, the Company
has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2016, none of
the Directors of the Company hold convertible instruments in the Company.

6. RESERVES:

The Company proposes to transfer Rs, 10,000 Lacs to General Reserves.

7. MANAGEMENT DISCUSSION AND ANALYSIS: Current Year Review

During the year under review, micro and macro economic scenario in domestic and international market remained subdued. This has
resulted in lower demand, falling commodity prices, depletion in the economic activity and increased financial market volatility.

Further, the de-growth in the core-sector has percolated into lower employment opportunities. All these factors have affected the
markets adversely.

The Indian textile industry continued to reel under pressure on account of domestic as well as international market conditions.
With lower-than-expected growth in core and non-core sectors and drought-like situation prevailing in the country, the textile
market was impacted adversely.

Against this backdrop, your Company has yet again improved its top-line as well as bottom-line and subjugated recessionary
trends. All the divisions of the Company registered moderate growth. Your Company developed various product lines to cater to the
needs of all segments of the market and created value-for-money products as well as created/acquired new Brands.

Future Outlook

With the expectation of Government Policies yielding favorable results, strong government reforms like Make- in-India campaign,
RBI''s inflation focus, Digital India initiative, etc., manufacturing and infrastructure sectors are likely to get a boost. Indian
economy is expected to grow faster than other developing economies. Further, with the expectation of good monsoon, food inflation
is expected to be under control. All these factors would augment the purchasing power of the people.

The Indian Textile Industry is set for good growth buoyed by strong domestic demand as well as export demand, availability of raw
material, skilled workforce, excellent infrastructure facilities and supporting government policies. Against this backdrop, your
Company expects to have better demand for the Company''s products in the ensuing year.

Your Company being a domestic player, has products to cater to every strata of society and has a resilient marketing network,
which has made its presence felt in every nook and corner of the country. Your Company,


with its good brand image, newly acquired brands like CADINI, and its dynamic marketing strategies, is all geared up to raise the
bar for all-round growth. Your Company has completed its expansion projects, is in the process of becoming a Composite Mill and
is set to embark on a backward integration project, which will add value for its stakeholders. It is thus, geared up to mitigate
its weaknesses, counter all threats as well as utilize in-built strengths to make the best of all the opportunities that comes
its way.

Forward Looking Statements

Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s
operations include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes
in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts
business and other incidental factors.

8. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR) Regulations, 2015" / "Listing Regulations") together with Certificate from the Auditors of the Company confirming
compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

9. DIRECTORS:

Directors retiring by rotation.

Shri Shrikishan D. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors
commend his re-appointment.

The Board has approved the re-appointment and remuneration of Shri. Pawan D. Poddar, as Joint Managing Director, for a further
period of 5 years from 1st August, 2016 to 31st July, 2021. Necessary resolution has been put up in the Notice of the ensuing
Annual General Meeting (AGM) for approval of the members. Your Directors commend the resolution.

Brief resume of Directors being appointed/ re-appointed as required by SEBI (LODR) Regulations, 2015 is provided in the Annexure
to the notice convening the AGM of the Company. Shri. Arvind M. Poddar, resigned as Director from the Board of the Company and
the same was considered and accepted by the Board with effect from 22nd January, 2016. Your Directors place on record their
appreciation of the guidance given and services rendered by Shri. Arvind M. Poddar during his tenure as Director of the Company.

Declaration from Independent Directors.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6)
of the Companies Act, 2013 and regulation 16(b) of SEBI (LODR) Regulations, 2015. Company''s Policy on appointment and
remuneration of Directors.

Appointment of Independent Directors.

All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Shri.
Harish Motiwalla, Shri. Mangesh Teli, Shri. Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri. Ashok Garodia hold
office upto 31st July, 2019 and Shri. Tarun Kumar Govil upto 29th July, 2019.

Criteria for appointment of Independent Directors.

The Independent Directors shall be of high integrity with relevant expertise and experience, with Directors having expertise in
the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/ Whole Time Directors.

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience
particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration
recommendation, if any, received from any member of the Board.

Remuneration Policy

The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the
Corporate Governance Report.

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has
laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial
Department. Based on the criteria the exercise of evaluation was carried out through a structured process covering various
aspects of the Board functioning such as composition of the Board and Committees, experience & expertise, performance of specific
duties & obligations, governance & compliance issues, attendance, contribution at meetings, etc.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a
separately convened meeting at which the performance of the Board as a whole was also evaluated and the performance of the
Secretarial Department was also reviewed. The performance 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.

10.NUMBER OF BOARD MEETING:

The Board of Directors met 6(six) times during the year, the details of which are provided in the Corporate Governance Report.


11.COMMITTEES OF THE BOARD:

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee

6. Share Transfer Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report.

12.DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3) (c) of the Companies Act, 2013, your Directors confirm as under:- i) that in the preparation
of the accounts for the financial year ended 31st March 2016, the applicable accounting standards have been followed along with
proper explanation relating to material departure, if any;

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

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.

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

13.EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is annexed herewith as
Annexure - I to this Report.

14.FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest
thereon as on 31st March, 2016.

15.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are provided
in the notes to the Financial Statements.

16.SUBSIDIARY COMPANIES:

Balkrishna Synthetics Limited

During the year under review, in accordance with the shareholders'' approval obtained vide Postal ballot and e- voting, the
Company acquired the entire share capital of Balkrishna Synthetics Ltd from Nirvikara Paper Mills Ltd on payment of Rs, 4,470
Lacs. Accordingly, Balkrishna Synthetics Limited has become a wholly owned subsidiary of the Company w.e.f. 21st December, 2015.

17.CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz AS-21,
AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of the subsidiary is given in Form AOC-1 and forms an integral part of
this Report.

18.SCHEME OF AMALGAMATION:

Your Directors at their meeting held on 22nd December, 2015 had approved the proposed Scheme of Amalgamation ("Scheme") of
Balkrishna Synthetics Ltd (BSL) with the Company, under sections 391 to 394 of the Companies Act 1956 subject to approval of the
Stock Exchanges, High Court of Judicature of Bombay and other regulatory approvals, if any. The Stock Exchanges have given their
in principle approval for the proposed Scheme. Pursuant to the Scheme, BSL shall be amalgamated with the Company with effect from
the Appointed Date i.e. 1st April, 2015 and the entire business / undertaking of BSL together with assets, liabilities,
properties, rights, benefits and interest thereon, shall be vested with the Company as a going concern.

Upon Petition being filed by Balkrishna Synthetics Ltd (BSL) in the High Court of Judicature at Bombay, the Hon''ble High Court
was pleased to pass Order dated 4th May, 2016 dispensing the requirement for the Company for filing separate Company Petition for
Direction and Company Scheme Petition for approving the proposed Scheme of Amalgamation for amalgamation of BSL with the Company.
Accordingly, the approval of the Shareholders of the Company is being sought through Postal Ballot and E-voting process. The
Postal Ballot Notice dated 5th May, 2016 for obtaining approval of the members for the proposed Scheme of Amalgamation of BSL
with the Company is already dispatched to the Members. Your Directors commend the resolution for approval by the Members.

19.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the
Policy are given in the Corporate Governance Report and the Policy is posted on the Company''s website.


20.RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were
on an arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company
at large.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The
transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website at the
link http://www.siyaram.com / Codeofconduct.html

The details of the transactions with Related Parties to be provided in Form AOC-2 are annexed herewith as Annexure -II. Members
can refer to Note No. 32 to the Financial Statements which set out related party disclosures.

21.RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business
risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate,
manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and
mitigate the same through a properly defined framework.

22.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

23.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT:

There have been no material changes affecting the financial position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of the Report.

24.INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place an adequate internal financial control system, commensurate with the size and complexity of its
operations. Necessary checks and controls are in place to ensure that all assets are safeguarded to detect and prevent errors and
frauds and that the transactions are properly verified, adequately authorized, correctly recorded and properly reported. The
Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit
quarterly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when
needed takes corrective actions.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is
given in Annexure -III to this Report.

26.CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR) the Company has undertaken projects which are largely in
accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure - IV

27.AUDITORS:

a. Statutory Auditors:

M/s. Jayantilal Thakkar & Co., Chartered Accountants, (FRN. 104133W), who are the Statutory Auditors of the Company hold office
up to the forthcoming AGM. Resolution for ratification of their re-appointment, is placed before the Members of the Company at
the ensuing AGM. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from
M/s. Jayantilal Thakkar & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits
specified in the said section. Members are requested to ratify their appointment as Auditors and to fix their remuneration.

Further, the Report of the Statutory Auditors forms part of the Annual Report. The observations made in the Auditors'' Report are
self explanatory and therefore do not call for any further comments.

b. Cost Auditors:

As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed
there under and the Cost Audit Orders issued from time to time, your Company was required to carry out audit of cost records
w.e.f. 1st April 2015. The Cost Audit Report for the F. Y. 2015-16 will be filed on or before 30th September, 2016.

The Board of Directors has appointed M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the
Company for the F. Y. 2016- 17. A resolution seeking members'' approval for the remuneration payable to them forms part of the
Notice convening the AGM.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to
undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - V.

There is no secretarial audit qualification for the year under review.

28.HUMAN RESOURCES:

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your
Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it
in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company
is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.

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

29.INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

30.PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure VI. In terms of the provisions of Section 197 (12)
of the Act read with sub-rule (2) and (3) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in access of the limits set
out in the said Rules are provided in the report. However, having regard to the provision of the first proviso to section 136 (1)
of the Act, the details are excluded from the Report sent to members. The required information is available for inspection at the
registered office / corporate office and the same shall be furnished on request.

31.APPRECIATION:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi- Government
Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the
dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Chairman and Managing Director

DIN 00090104
Place:Mumbai

Dated: 20th May, 2016.


Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the 37th Annual Report along with Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs in Lacs)

2014-15 2013-14

Net Turnover and other Income 1,52,653 1,31,920

Profit before Depreciation & Tax 15,985 12,717

Less: Depreciation 4,090 2,915

Profit before Tax 11,895 9,802

Less: Provision for Taxation

Current Tax 4,278 3,130

Deferred Tax (262) 315

4,016 3,445

Profit after Tax 7,879 6,357

Add/(Less): Adjustments relating to earlier year (8) 72

7,871 6,429

Add: Surplus brought forward fromp revious year 16,156 12,604

Surplus available for appropriation 24,027 19,033

Less: Transfer to General Reserves 17,500 2,000

Adjustment relating to Fixed Assets 211 -

Proposed Dividend 937 750

Tax on Dividend 191 127

18,839 2,877

Balance Carried Forward to Balance Sheet 5,188 16,156

OPERATIONS:

During the year under review, the Total Income of your Company rose to Rs.1,52,653 Lacs from Rs.1,31,920 Lacs in the previous year, reflecting a growth of 15.72%.

The net profit after tax stood at Rs.7,879 Lacs against Rs.6,357 Lacs in the previous year, recording a growth of 23.94%. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs.10 /- (previous year Rs.8/-) per Equity Share of Rs.10/- each for the year 2014-15, with a total payout of Rs. 1,128 Lacs including Tax on Dividend as against Rs.877 Lacs including Tax on Dividend in the previous year.

SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2015 was Rs. 937.40 Lacs. During the year under review the Company has not issued shares with deferential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of the Company hold convertible instruments.

RESERVES:

The Company proposes to transfer Rs.17,500 Lacs to General Reserves.

SUBSIDIARY COMPANIES:

The Company has no subsidiaries.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2015. DIRECTORS:

Directors retiring by rotation

Shri. Gaurav P. Poddar and Shri. Ashok M. Jalan, Directors, retire by rotation and being eligible, offer themselves for re- appointment. Necessary resolution for their re-appointment is placed before the shareholders for approval. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the Annexure to the notice convening the Annual General Meeting of the Company.

Declaration from Independent Directors All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Company''s Policy on appointment and remuneration of Directors

Appointment of Independent Directors

With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination

and Remuneration Committee appointed all the existing Independent Directors viz. Shri. Harish Motiwalla, Shri. Mangesh Teli, Shri. Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri. Ashok Garodia for a period of 5 years upto 31st July, 2019 and Shri. Tarun Kumar Govil upto 29th July, 2019, as Independent Directors under section 149 of the Companies Act, 2013, subject to approval of the shareholders. The shareholders at the 36th AGM held on 27th September, 2014, approved their appointment. Criteria for appointment of Independent Directors The Independent Directors shall be of high integrity with relevant expertise and experience with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/ Whole Time Directors

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial Department. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, governance & compliance issues, attendance, contribution at meetings, etc.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director at a separately convened meeting at which the performance of the Board as a whole was also evaluated and the performance of the Secretarial Department was also reviewed. The performance 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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:-

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

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

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.

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

INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request in terms of section 136 of the Act, the Report is being sent to all the shareholders of the Company and others entitled thereto, excluding the information. The said information is available for inspection by the Members at the corporate office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -III to this report. AUDITORS:

a. Statutory Auditors.

In the last AGM held on 27th September, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 3(three) years. Resolution for the ratification, of their appointment, to hold office from the conclusion of this AGM till the conclusion of the next AGM, is placed before the members of the Company at the ensuing AGM. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Jayantilal Thakkar & Co., Chartered Accountants, that their appointment, if

made, would be in conformity with the limits specified in the said section. Members are requested to ratify their appointment as Auditors and to fix their remuneration.

Further, the Report of the Statutory Auditors forms part of the Annual Report. The observations made in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

b. Cost Auditors:

The Board of Directors at their Meeting held on 25th May, 2013 appointed M/s. Bhuta & Associates, as Cost Auditors for the financial year 2013-14, which was approved by the Central Government.

The Cost Audit Report for the financial year 2013-14 in XBRL format was submitted within due date on 19th August, 2014.

As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit Orders issued from time to time, Cost Audit was not applicable to the Company for the financial year 2014-15.

The Board of Directors, have appointed Shri. Yogesh Bhuta, Proprietor of M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for the F.Y. 2015-16. A resolution seeking members approval for the remuneration payable to them forms part of the Notice convening the AGM.

c. Secretarial Auditors.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - IV. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR) the Company has undertaken projects which are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as

Annexure - V

APPRECIATION:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors RAMESH D. PODDAR Chairman and Managing Director

Place : Mumbai Dated : 9th May, 2015.


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 36th Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results: (Rs in Lacs)

2013-141 2012-13

Net Turnover and other Income 1,31,920 1,05,982

Profit before Depreciation & Tax 12,717 10,361

Less: Depreciation 2,915 2,182

Profit before Tax 9,802 8,179

Less: Provision for Taxation

Current Tax 3,130 2,360

Deferred Tax 315 318

3,445 2,678

Profit after Tax 6,357 5,501

Add/(Less): Adjustments relating to earlier year 72 15

6,429 5,516

Add: Surplus brought forward from

previous year 12,604 8,910

Surplus available for appropriation 19,033 14,426

Less: Transfer to General Reserve 2,000 1,000

Proposed Dividend 750 703

Tax on Dividend 127 119

2,877 1,822

Balance Carried Forward to Balance Sheet 16,156 12,604

Operations:

During the year under review, the Total Income of your Company rose to Rs. 1,31,920 Lacs from Rs. 1,05,982 Lacs in the previous year, reflecting a significant growth of 24.47%. The topline growth can be attributed to strong brand image of the Company''s products, innovative product mix, introduction of new products and aggressive marketing. It is heartening to report that all our divisions have contributed to the increase in the turnover of your Company.

The net profit after tax stood at Rs. 6,357 Lacs against Rs. 5,501 Lacs in the previous year, recording a growth of 15.56%.

Re-issue of Forfeited Shares:

During the year under review, your Company has re- issued and allotted 1968 Forfeited Equity Shares of the Company of Rs. 10/- at a premium of Rs. 249.76 per share to the promoters/ promoter group on a Preferential basis in accordance with the SEBI (ICDR) Regulations, 2009 and in terms with the special resolution passed by the members of the Company at the 35th AGM held on 10th August, 2013.

Expansion:

During the year under review, the Company has installed 48 Looms and 117 Readymade Garment Machines with balancing equipments. The total capital outlay for the said expansion was Rs. 6,481 Lacs, which has been financed by way of Term Loan under the TUF Scheme of Government of India and internal accruals of the Company.

Dividend:

Your Directors are pleased to recommend a Dividend of Rs. 8/- per Equity Share of Rs. 10/- each for the year 2013-14, with a total payout of 877 Lacs including Tax on Dividend.

Management Discussion and Analysis:

Current Year Review

During the year under review, the global economic recovery that was visible in the beginning of the year strengthened as the year progressed. Much of the impetus coming mainly from advanced economies, though their recoveries remained uneven. Activity in many emerging economies has disappointed in a less favourable external environment, although they continue to contribute more than two-thirds of global growth. Even though we were far short of a full recovery.

On the domestic front, the Economic slowdown bottomed out. A spell of global financial turbulence caused capital outflows and put pressure on the exchange rate but strong policy measures stabilized the currency, rebuilt reserves and narrowed the excessive current account deficit. Weakness remains, however, and includes persistent inflation, fiscal imbalances, bottlenecks to investment and inefficiencies that require structural reforms. The political situation only compounded the difficulties.

Under this back drop, your Company''s performance can be termed as nothing short of excellent as it touched an all time high in its topline as well as bottomline.

Future Outlook

Global activity is expected to improve further in 2014-15. The dynamics imply a changing environment for emerging and developing economies as stronger growth in advanced economies implies increased demand for their exports.

Indian Economy growth is expected to improve in the coming quarters but the pace is likely to be gradual due to persistent challenges such as elevated inflation and the structural bottlenecks. Growth forecast is premised on normal monsoon, continuation of the recent reforms process, widely anticipated global recovery and good governance from a stable government. This together with improved private consumption demand will trigger a mild revival in industrial growth. Sectors such as consumer durables, automobiles and textiles will especially gain from this revival.

Your Company, with the increase in production capacities from the completion of the expansion project, its well- known brands, wide distribution network, establishing of newly introduced brands, introduction of value added products,innovative marketing and improved operational efficiency, your Company expects to perform better in the year 2014-15.

Forward Looking Statements

Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and outside.

Internal Control System:

Your Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit monthly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.

Human Resources:

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.

Subsidiary Companies:

The Company has no subsidiary.

Directors:

Shri Shrikishan D. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholders for approval. Your Directors commend the resolution.

Shri Tarun Kumar Govil was appointed as an Additional Director and Independent Director of the Company w.e.f. 30th July, 2014 and holds office till the date of the ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 along with deposit has been received from a member proposing Shri Tarun Kumar Govil as a Director of the Company, not liable to retire by rotation. Necessary resolution has been put up in the Notice to the ensuing Annual General Meeting for his appointment as Independent Director for a term of five consecutive years w.e.f. 30th July, 2014. Your Directors commend the resolution.

Smt. Ashadevi R. Poddar was appointed as Additional and Whole Time Director designated as Executive Director of the Company w.e.f. 1st August, 2014 and holds office till the date of the ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 along with deposit has been received from a member proposing Smt. Ashadevi R. Poddar as a Director of the Company, liable to

retire by rotation. Necessary resolution has been put up in the Notice to the ensuing Annual General Meeting for her appointment as Director liable to retire by rotation and as Executive Director for five years w.e.f. 1st August, 2014. Your Directors commend the resolution.

In terms with the provisions of section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, Shri (Prof) Mangesh D. Teli, Shri Shailesh S. Vaidya, Shri Ashok N. Garodia, Shri Dileep H. Shinde, Shri Pramod S. Jalan and Shri Harish N. Motiwalla, Non Executive Directors, are appointed as Independent Directors for a period of 5(five) years w.e.f. 1st August, 2014 to 31st July, 2019, not liable to retire by rotation. Necessary resolutions for their appointment have been put up in the Notice to the ensuing Annual General Meeting. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the Annexure to the notice convening the Annual General Meeting of the Company.

Shri Brijmohan L. Sarda, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 12th May, 2014. Your Directors place on record their deep appreciation for the guidance given and services rendered by Shri Brijmohan L. Sarda as Director of the Company.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest as on 31st March, 2014.

Directors'' Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:- i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office of the Company.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure –I to this report.

Auditors:

The Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointments. Pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder it is proposed to re- appoint M/s. Jayantilal Thakkar & Co., as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 39th AGM to be held in the year 2017, subject to annual ratification by the members at the AGM, Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

The Board of Directors at their Meeting held on 25th May, 2013 appointed M/s. Bhuta & Associates, as Cost Auditor of the Company for the financial year 2013-14, which was approved by the Central Government.

The Cost Audit Report for the financial year 2012-13 in XBRL format was submitted within due date on 6th September, 2013.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR Chairman and Managing Director

Place: Mumbai Dated: 30th July, 2014.


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 35th Annual Report along with Audited Statement of Accounts for the year ended 31s1 March, 2013.

Financial Results: Rs. in Lacs

2012-13 2011-12

Net Turnover and other Income 1,05,982 92,655

Profit before Depreciation & Tax 10,361 10,352

Less: Depreciation 2,182 2,231

Profit before Tax 8,179 8,121

Less: Provision for Taxation

Current Tax 2,360 2,550

Deferred Tax 318 (102)

2,678 2,448

Profit after Tax 5,501 5,673

Add/(Less): Adjustments relating to 15 (132) earlier year

5,516 5,541

Add: Surplus brought forward from previous year 8,910 5.186

Surplus available for appropriation 14,426 10,727

Less: Transfer to General Reserve 1,000 1,000

Proposed Dividend 703 703

Tax on Dividend 119 114

1,822 1,817

Balance Carried Forward to Balance Sheet 12,604 8,910

Operations:

During the year under review, the total Income of your Company rose to Rs. 1,05,982 Lacs from Rs.92,655 Lacs in the previous year, registering a growth of 14.38%. The net profit after tax stood at Rs.5,501 Lacs against Rs.5,673 Lacs in the previous year.

Your Company has yet again demonstrated its resilience to perform even under adverse business conditions by recording its highest ever turnover and also posting good profits. All this reflects your Company''s strong fundamentals and sustained business model.

Expansion:

Your Company''s expansion project is progressing as envisaged. During the year under review, the Company has installed 129 Looms and 101 Readymade Garment Machines with balancing equipments. The total capital expenditure for the said expansion was Rs.8,785 Lacs, which has been financed by way of Term Loan under the TUF Scheme of Government of India and internal accruals of the Company.

Dividend:

Your Directors are pleased to recommend a Dividend ofRs. 7.50 per Equity Share of Rs. 10/- each for the year 2012-13, with a total payout of Rs. 822.36 Lacs including Tax on Dividend.

Subsidiary Companies:

The Company has no subsidiaries.

Directors:

Shri Ashok M. Jalan, Shri. Ashok N. Garodia and Shri. Arvind M. Poddar, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders for approval. Your Directors commend the resolutions.

The Board has approved the re-appointment of Shri. Ramesh D. Poddar, as Chairman and Managing Director and Shri. Shrikishan D. Poddar, as Executive Director, for a further period of 5 years from 1st November, 2012 to 31st October, 2017, necessary resolution has been put up in the Notice of the ensuing Annual General Meeting for approval of the members. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2013. Directors'' Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended 31s1 March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office of the Company.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -1 to this report.

Auditors:

The Auditors, M/s. layantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

The Board of Directors at their Meeting held on 27th July, 2012 appointed M/s. Bhuta & Associates, for the financial year 2011-12, to fill vacancy caused by the sad demise of Shri. B. L. Tholiya, Proprietor of M/s. Tholiya & Associates. The Cost Audit Report for the financial year 2011-12 in XBRL format was submitted within due date on 9th January, 2013.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities. Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Chairman and Managing Director

Place : Mumbai

Date: 25th May, 2013.


Mar 31, 2012

The Directors have pleasure in presenting the 34th Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2012.

Financial Results: Rs. in Lacs

2011-12 2010-11

Net Turnover and other Income 92655 86844

Profit before Depreciation & Tax 10352 10377

Less: Depreciation 2231 2093

Profit before Tax 8121 8284

Less: Provision for Taxation

Current Tax 2550 2660

Deferred Tax (102) (129)

2448 2531

Profit after Tax 5673 5753

Add /(Less): Adjustments relating to (132) 11 ealier year

5541 5764

Add: Surplus brought forward from previous year 5186 1185

Surplus available for appropriation 10727 6949

Less: Transfer to General Reserve 1000 1000

Proposed Dividend 703 656

Tax on Dividend 114 107

1817 1763

Balance Carried Forward to Balance Sheet 8910 5186

Operations:

During the year under review, the total Income of your Company was Rs.92655 Lacs against Rs. 86844 Lacs in the previous year, registering a growth of 6.69 %. The net profit after tax was Rs. 5541 Lacs against Rs. 5764 Lacs in the previous year.

Your Company has been able to register grow'th in its turnover against a back drop of falling demand and difficult market conditions. Rising cost of raw material and interest rates put pressure on the profitability.

Expansion:

Your Company's expansion project is progressing as envisaged. During the year your Company has installed 23 looms along with preparatory machines. The total expenditure incurred was Rs.5208 Lacs which was financed by way of Term Loan under the TUF Scheme and internal accruals.

Dividend:

Your Directors are pleased to recommend a Dividend of Rs. 7.50 per Equity Share (75%) for the year 2011-12, with a total payout of Rs. 816.93 Lacs including Tax on Dividend.

Directors:

Shri Shailesh S. Vaidya, Shri. Brijmohan L. Sarda, Shri. Pramod S. Jalan and Prof.(Dr.) Mangesh D. Teli, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders for approval. Your Directors commend the resolutions.

The Board has approved the re-appointment of Shri. Ashok M. Jalan, as Senior President cum Director for a further period of 5 year from 30th January, 2012 to 2911' January, 2017, necessary resolution has been put up in the Notice of the ensuing Annual General Meeting for approval of the members. Your Directors commend the resolution.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company. Shri. Ketan P. Gupte, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 23rd May, 2011. Your Directors place on record their appreciation of the services rendered by Shri. Keten P. Gupte during his tenure as Director of the Company.

Shri. Dharaprasad R. Poddar, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 16th May, 2012. Your Directors place on record their appreciation of the guidance given and services rendered by Shri. Dharaprasad R. Poddar during his tenure as Director of the Company. The Board in recognition of his invaluable contribution to the Company's affairs over the last 2 decades has appointed Shri Dharaprasad R. Poddar as Chairman Emeritus with effect from 18th May, 2012.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2012. Directors' Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended 315t March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in Annexure-I to this report.

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

Information pursuant to Section 217 (1) (e) of the Companies Act. 1956. read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules. 1988 is given in Annexure -II to this report.

Auditors:

The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

The Board of Directors at their Board Meeting held on 25th May, 2010 appointed M/s. Tholiya & Associates as the Cost Auditors for auditing the cost accounts of the Company for the financial year 2010-11. The due dated for submission of the cost audit report was 27th September, 2011 and the actual date of submission of the report was 27th September, 2011.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Chairman and Managing Director

Place : Mumbai

Dated: 18th May, 2012.


Mar 31, 2011

The Directors have pleasure in presenting the 33rd Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2011.

Financial Results: Rs. in Crores

2010-11 2009-10

Net Turnover and other Income 868.44 669.02

Profit before Depreciation & Tax 103.77 69.19

Less: Depreciation 20.93 20.19

Profit before Tax 82.84 49.00

Less: Provision for Taxation

Current Tax 26.60 15.00

Deferred Tax (1.29) 0.34

25.31 15.34

Profit after Tax 57.53 33.66

Add: Adjustments relating to earlier year 0.11 0.06

57.64 33.72 Add: Surplus brought forward from previous year 11.85 5.83

Surplus available for appropriation 69.49 39.55

Less: Transfer to General Reserve 10.00 21.12

Proposed Dividend 6.56 -

Interim Dividend - 5.62

Tax on Dividend 1.07 0.96

17.63 27.70

Balance Carried Forward to Balance Sheet 51.86 11.85

Operations:

During the year under review, the total Income of your Company was Rs.868.44 crores against Rs.669.02 Crores in the previous year, registering a growth of 29.81%. The net Profit after tax was at Rs.57.64 crores against Rs.33.72 crores in the previous year, registering a growth of 70.94%.

The increase was due to all round growth in all the business verticals of your Company-Fabrics, Yarn, Dyeing, Readymade Garments and Furnishing. Improved capacity utilization and operating effciency enabled your Company to post better results despite of surging raw material prices and infation rising to dizzy heights.

Expansion:

Your Company plans to increase the production capacity of fabrics & readymade garment divisions by 20 lakh meters and 75000 pieces per month respectively. The envisaged capital expenditure towards plant and machinery is around Rs.150 crores. This will be fnanced by way of Term Loan (under the TUF Scheme of Government of India) and internal accruals of the Company and same will be incurred in a phased manner in the next 2 to 3 years.

Dividend:

Your Directors are pleased to recommend a Dividend of Rs.7/- per Equity Share (70%) for the year 2010-11, with a total payout of Rs.7.62 crores including Tax on Dividend.



Subsidiary Companies:

The Company has no subsidiaries.

Directors:

Shri Arvind M. Poddar, Shri Shrikishan D. Poddar, Smt. Vijaylaxmi A. Poddar and Shri Dileep H. Shinde, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders for approval. Your Directors commend the resolutions.

Shri. Harish N. Motiwalla was appointed as Additional Director of the Company w.e.f. 21st May, 2011 and holds offce till the date of ensuing Annual General Meeting. Notice under section 257 of the Companies Act, has been received from a member proposing him as Director of the Company. Necessary resolution has been put up in the Notice of the ensuing Annual General Meeting for approval of the members. Your Directors commend the resolution. The Board has approved the re-appointment of Shri. Pawan D. Poddar as Joint Managing Director for a further period of fve years from 1st August, 2011 to 31st July, 2016. Necessary resolution has been put up in the Notice of the ensuing Annual General Meeting for approval of the members. Your Directors commend the resolution.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certifcate from the Auditors of the Company confrming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2011.

Directors Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confrm as under:- i) that in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review; iii) that the Directors have taken proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Offce of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Offce of the Company.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure –I to this report.

Auditors:

The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fx their remuneration.

Cost Auditors:

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, M/s. Tholiya & Associates, Cost Accountants, Mumbai have been appointed to conduct cost audit relating to the products manufactured by the Company.

Group

As required under Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purposes of availing exemption from the applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure II attached herewith and forms part of this Report.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.



For and on behalf of Board of Directors

Dharaprasad R. Poddar

Chairman

Place: Mumbai

Date: 21st May, 2011.


Mar 31, 2010

Your Directors have pleasure in presenting their 32nd Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Results: (Rupees in Crores)

2009-10 2008-09

Net Turnover and other Income 669.02 537.27

Profit before Depreciation & Tax 69.19 33.82

Less: Depreciation 20.19 19.18

Profit before Tax 49.00 14.64

Less: Provision for Taxation

Current Tax 15.00 2.70

Deferred Tax 0.34 0.50

15.34 3.20

Profit after Tax 33.66 11.44

Add: Adjustments relating to earlier year 0.06 -

33.72 11.44

Add: Surplus brought forward

from previous year 5.83 4.87

Surplus available for appropriation 39.55 16.31

Less: Transfer to General Reserve 21.12 5.00

Proposed Dividend - 4.68

Interim Dividend 5.62 - Tax on Dividend 0.96 0.80

21.70 10.48

Balance Carried Forward to Balance Sheet 11.85 5.83





Operations:

During the year under review, the turnover of your Company was Rs.669 crores against Rs.537 crores in the previous year, registering a growth of around 25%. The net profit after tax tripled to Rs.34 crore against Rs. 11 crore in the previous year, registering a growth of 195%.

Well known and popular Brands of the Company like Siyarams, Mistair, J.Hampstead, Oxemberg, MSD, etc., trendy product design and development, improved product quality, aggressive marketing strategies, efficiency in operations and cost control measures have all contributed to the Companys excellent performance.

Expansion :

During the year under review, your Company has installed 71 looms alongwith preparatories at its plant at Tarapur & Silvassa.

Company has also installed various balancing equipments at Yarn Dyeing plant, Tarapur to optimize the capacity and improve quality.

Companys garment divisions manufacturing activities have been consolidated by de-bottlenecking, leveraging resources and building better synergy in its operations.

Dividend:

Your Directors had declared Interim Dividend of 60% against final dividend of 50% in the previous year, the total payout on account of Interim Dividend and tax thereon has been Rs.6.58 Crore. The Board has decided to treat said Interim Dividend as final Dividend for the Financial Year 2009-10.

Management Discussion and Analysis:

The year under review clearly showed a marked recovery in the fortune of textile industry. Revival of domestic demand and signs of improvement in global markets contributed significantly to this scenario. Your company recorded an increase of 14% in Dyed Yarn production, 15% in Fabric production and 11 % in readymade garments production, all exceeding the industry average. The increased production has been the result of capacity addition and better capacity utilization.

The domestic market, after experiencing brief fall in demand consequent to global economic turmoil, recorded a smart recovery supported by Government stimulus packages, improved liquidity and revival in the domestic demand. The sales figures for the divisions of your Company mirror this trend. Net Sales in value terms of Dyed yarn grew by about 21%, Fabric by 27%, Furnishing by 25% and Garments by 36%, contributing to all round growth of the your Company.

Going ahead, domestic markets are expected to grow at healthy pace supported by strong fundamentals such as rising disposable incomes, rising aspirations and favourable demographies. However, competition is expected to be intensified with growth in organized retail, larger players going for retailing in an effort to forward integrate the value chain, international brands and retailers entering in India for growth opportunities. Therefore, longer discount seasons and pressure to keep prices lower are likely to affect the realizations.

The ensuing year is expected to be marked by tighter liquidity, wider fluctuations in the exchange rates and general rise in / firming up of price level of all important inputs. This then will have to be necessarily followed by stricter monetary and fiscal measures to rein in resultant inflation. These are expected to put pressures on the bottom-line of your Company.

However, continuing buoyancy in domestic demand, favourable demographics, increasing spending power of the Indian consumer, expectation of good monsoon coupled with your Companys internal strength of strong brand image and resilient distribution network may augur well for your Company. Your Company is thus geared up to meet the challenges and is reasonably sure of continuing on its growth trajectory. Internal Control System The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorised, correctly recorded and properly reported. The Internal Auditors of the Company conducts Audit of various departments to ensure that internal controls are in place and submits monthly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions. Forward Looking Statements Statement in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

Human Resources

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human capital will effectively contribute to the long term value enhancement of the organization.

Directors:

Shri Dharaprasad R. Poddar, Shri Mangesh D. Teli, Shri Ashok M Jalan and Shri Ashok N. Garodia, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of the same are made a part of this Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2010.

Directors Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as unden-

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

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

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continue to be cordial. Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office of the Company.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -I to this report. Auditors:

The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fix their remuneration. Cost Auditors:

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, M/s. Tholiya & Associates, Cost Accountants, Mumbai have been appointed to conduct cost audit relating to the products manufactured by the Company.

Group

As required under Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purposes of availing exemption from the applicability of the provisions of Regulations lO to 12 of the aforesaid SEBI Regulations are given in Annexure II attached herewith and the said Annexure II forms part of this Report. Appreciation:

Your Company is grateful for the continued co-operation and assistance extended to it by the Government and Semi- Government Authorities, Financial Institutions and banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

DHARAPRASAD R. PODDAR

Chairman

Place: Mumbai Dated: 16th July, 2010