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Directors Report of T T Ltd.

Mar 31, 2016

Your Directors have pleasure in presenting the 37th (Thirty Seventh) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS

2015-16

2014-15

(Rs. In lakh)

(Rs. In lakh)

Sales / Income from operations

69954.41

67919.11

Profit before interest, Depreciation and Tax

5070.07

6111.72

Financial Charges

3282.66

4012.60

Depreciation

1457.05

1483.64

Provision for Income Tax / Deferred Tax

114.96

211.17

Profit / Loss after Tax

215.40

404.31

Balance brought forward from previous year

280.30

408.97

TOTAL

495.70

813.28

Appropriation:

CSR Expenditure

—

25.02

Dividend & Distribution Tax

129.37

257.96

Transferred to / from General Reserve

100.00

250.00

Balance Carried forward

266.33

280.30

TOTAL

495.70

813.28

2. DIVIDEND

Your Board recommend dividend @ 5% (Rs.0.50 per share of the face value of Rs. 10/- each) on the paid up Share Capital of the Company for the year ended 31st March, 2016.

3. REVIEW OF OPERATIONS

The year 2015-16 was one of the most difficult years. There was a clear mismatch in demand supply across the textile chain that lead to a very difficult scenario. Unlike 2008-09 and 2011-12 where fall in prices lead to slow down, here despite range bound cotton fibre prices, yarn and fabric prices slided down due to poor demand. The flat consumer demand for garments in India also provided no relief as brands struggled to maintain market share by aggressive promotions that hurt the bottom line.

There has been a lot of talk of Indian consumerism, however things are still yet to translate for the textile industry. The poor monsoons, weak rural demand, overall poor consumer sentiments lead to a poor consumer demand in India, which impacted demand across the chain. The slow and uncertain global economy could give no relief.

Internationally slowing down of China lead to poor cotton yarn off take and put pressure on mills to reduce prices to offload goods and for most part of the year had to sell below breakeven levels. Further the Central Government has totally withdrawn all incentives for yarn, and restricted it to the value added products which has further aggravated the spinning industry problems.

The Company restructured its wind mill portfolio by offloading its Tamil Nadu windmills which were suffering due to poor evacuation by the local electricity board and replaced it by a wind turbine in Gujarat with much better potential and more gains due to higher rates in the State.

However the silver lining has been the growth in volumes in all its business segments by 10 to 15%. The turnover moved marginally due to fall in prices from Rs.666 Crores to Rs.680 crores however we were able to make headway in a flat and slow market. This is expected to reap good fruits as margins improve in the coming year.

4. FUTURE OUTLOOK

As we enter the New Year we start with a lot of optimism. Global Growth is picking up and India has most probably seen its bottom. Textile and clothing demand is expected to pick up and the Company is well poised to take advantages of it. Green shoots are already visible as we have started the year with better demand and prices have moved by 5% and are still strong.

Company has no major expansion plans for 2016-17. It only proposes to do some balancing and modernization to improve margins. The Company wants to consolidate and reduce its leveraging to create a strong base for picking up new growth ideas for 2017-18.

With growth picking up domestically and inflation settling down, we expect consumers'' demand to grow at a globe pace. The biggest hope is the expected good monsoons, which would give us a good cotton crop and kick start rural demand.

The Company''s main focus this year is going to be its value added garments division, where many new products are being added and new markets / channels are being activated. Its new slogan - "Ache Lage, Ache Dikhe" has made a buzz in the market and has created a direct contact with consumer. Online sales and sales to institutional and large retail format customers is also growing. The Company is seeing good response to its casual wear range, which is helping it get out of the innerwear perception.

Another positive is the falling interest rate regime. This coupled with the repayment of debt would reduce the Company''s interest burden and improve profitability.

We don''t plan any expansion in yarn business, however we are focusing on better realisations/margins by selling more in domestic market and producing value added yarns like slub, compact and organic.

We therefore start with lot of hope and optimism of achieving new heights and taking the brand and company to new levels. We are more focused on the value added segment and domestic sales which will de-risk the business and bring in more stability to turnover and margins. We are confident of growing our brand in the garment segment and gaining market share in the years to come.

The market has turned the bottom of the curve and is slowly moving ahead. The worst is behind us, as we work towards a better future.

5. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR), the Company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes.

The Annual Report on CSR activities is annexed herewith as: Annexure B.

6. RISK MANAGEMENT

The Board of Directors in their meeting held on 11th November, 2014 had constituted Risk Management Committee of the Company. The committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Policy may be accessed on the Company''s website at the link http://www.tttextiles.com/investor/corporate-news-announcements

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of Internal control systems in the company. It''s compliances with operating systems, accounting procedure and policies at all locations of the Company.

8. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

9. RELATED PARTIES TRANSACTIONS

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Jyoti Jain (DIN: 01736336), retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

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 of the Listing Agreement.

During year under review, Miss Bulbul Daga has resigned from the post of Company Secretaryship and Miss Sheenu Jain has been appointed as Company Secretary of the Company.

11. BOARD OF DIRECTORS MEETING

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, your Directors report as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. BOARD EVALUATION

Pursuant to the provisions of the Company''s Act. 2013 and Regulation 17(10) of the Listing Agreement, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration committees. The evaluation was done by way of discussions on the performance of the Non-Independent Directors, Chairman and Board as a whole.

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. PUBLIC DEPOSITS

Company is having outstanding Fixed Deposit as on 31.03.2016 amounting to Rs.53.18 Lakh which being repaid as and when due and the entire will be repaid before 31st March, 2017.

16. PARTICULARS OF LOANS , GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

17. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.ttlimited.co.in

18. AUDIT COMMITTEE DISCLOSURES Composition

The Audit Committee consists of Shri Navratan Dugar, Independent Director, Shri V. R. Mehta, Independent Director, Dr. (Prof.) V. K. Kothari, Independent Director and Shri Sanjay Kumar Jain, Managing Director. Shri Navratan Dugar is the Chairman of the Committee and Ms. Sheenu Jain, is Secretary of the Committee. All the recommendations made by the Audit committee were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement aims to provide a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism also provide for direct access to the Chairman / Chairman of the Audit Committee in exceptional cases. The policy of Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company''s website at the link: http://www.tttextiles.com/investor/corporate-news-announcements

19. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

20. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2016

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of companies (Management and Administration) Rules, 2014 for the financial year 2015-16 in Form No. MGT-9 is annexed hereto and form part of this report as Annexure - D.

21. AUDITORS AND AUDITORS'' REPORTS:

a. Statutory Auditor:

At the Annual General Meeting held on 9th September, 2015 M/s Doogar & Associates, Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company to hold office till the conclusion of 37th Annual General Meeting of the Company. In terms of provisions of Section 139 (1) of the Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Doogar & Associates, Chartered Accountant as Statutory Auditor is placed for ratification by the members.

Further, the Statutory Auditors of the Company have submitted Auditors'' Report on the Accounts of the Company for the accounting year ended 31st March, 2016. This Auditors'' Report is self-explanatory and requires no comments.

b. Secretarial Auditor

M/s DMK Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in their meeting held on 13th May, 2015 for the financial year 2015-16.

The Secretarial Auditors of the Company have submitted their Report in form No. MR- 3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2016. This Report is self explanatory and requires no comments. The Report forms part of this report as Annexure - C.

c. Cost Auditor

The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants, New Delhi as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for the financial year ended 2016-17. However, as per provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Record and Audit) rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members at the Annual General Meeting. Accordingly, the remuneration to be paid to K. L. Jaisingh & Co., Cost Accountants, New Delhi for the Financial Year 2016-17 is placed for ratification by the members.

22. AWARDS AND RECOGNITION

During Financial Year 2015-16, Company has got the following recognition and award :

S "T T" Brand has been awarded India''s Most Promising Brand 2015 by World Consulting & Research Corporation Ltd.(WCRC) on 21st November 2015 at Grosvenor Square Hotel, London.

S Company has celebrated the completion of 25 years of public listing by ringing the Silver Bell in Bombay Stock Exchange on 24th February 2016.

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

Energy Conservation continues to be an area of major emphasis in our Company. Efforts made to optimize the energy cost while carrying out manufacturing operations.

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed " A" herewith and forming part of this report.

24. PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

25. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all level.

26. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 with the stock exchanges is presented as a separate section forming part of this report.

28. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares and differential rights as to dividend, voting or otherwise.

c. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

e. Company does not have any subsidiary.

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. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board

Place: New Delhi

Date: 11052016

RIKHAB c JAIN

CHAIRMAN


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 35th (Thirty Fifth) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS 2013-14 2012-13 (Rs. In lakh) (Rs. In lakh)

Sales / Income from operations 74353.60 50284.33

Profit before interest, Depreciation and Tax 6212.47 5330.83

Financial Charges 3546.59 3313.23

Depreciation 1510.43 1161.29

Provision for Income Tax / Deferred Tax 256.61 201.08

Profit / Loss after Tax 898.84 655.23

Balance brought forward from previous year 261.65 157.94

TOTAL 1160.49 813.17

Appropriation:

Dividend & Distribution Tax 251.52 251.52

Transferred to / from General Reserve 500.00 300.00

Balance Carried forward 408.97 261.65

TOTAL 1160.49 813.17



DIVIDENDS

Your Board recommend dividend @10% (Rs.1/- Per Share of the Face Value of Rs.10/- each) on the paid up Share Capital of the Company for the year ended 31st March, 2014.

REVIEW OF OPERATIONS

The year 2013-14 was a year of ups and downs. We started the year on a low note with poor demand and a not so rosy future. However keeping up the trend of volatility, everything changed from May end and we saw the currency depreciating in a matter of 3 months by more than 20%. India suddenly became very competitive and exports increased steeply. Cotton prices also went up steeply and then fell back again as the currency retraced and the new cotton season ushered in.

The depreciation of rupee was a big boost to the exports, However the volatility in cotton/currency and withdrawal of FMS scheme by Government were a set back which impacted profitability. However the Company was able to increase its exports by about 82% .Your Company has earned a PAT of Rs.8.99 Crores against a profit of Rs.6.55 crores in the last year. The turnover of the Company also went up by 48% to Rs.744 Crores. Operating EBITDA (before other income) is Rs.62.12 Crores as against Rs.53.31 Crores last year.

The year could have been much better but for the low economic growth and high inflation domestically. Domestic sales were very slow as consumption was hit by inflation and a pessimism in the economy.

Your Company started commercial production of its new spinning project in Rajula, Gujarat. This project is expected to be the most profitable segment of the Company due to its locational advantage and Government incentives. During the year, capacity utilization was low due to non-availability of adequate labour. The Company could achieve 80% plus utilization first time in the last quarter only.

Your Company is in the process of identifying assets for disposal to improve liquidity and reduce its leverage.

FUTURE OUTLOOK

As we enter the new year we start with a lot of optimism. Global growth is picking up and India has most probably seen its bottom. Textile and clothing demand is expected to pick up and the Company is well poised to take advantage of it. It has completed all its expansion projects and has no new plans for 2014-15. The Company wants to consolidate and reduce its leveraging to create a strong base for picking up new growth ideas for 2015-16.

The new Central Government led by Shri Narendra Ji Modi has been established with this hope of industrial and economic revival has risen Rapidity in economic growth is certainly expected.

Its jewel in the crown, Rajula new spinning unit is now fully stabilised and the Company is expecting 90% utilization in the coming year.

Further with growth picking up domestically and inflation settling down, we expect consumer demand to grow at a good pace. Last year the value added garments division could just manage 10% growth, however this year we look to growth at 25% to 30%.

However there are two threats which could impact the Company i.e. Currency appreciating lower than rupees a dollar 60 and the Chinese reducing their local cotton prices too much. Such macro economic factors change so fast, that it is difficult to predict anything – however these two factors may impact yarn exports. The Company has started focusing more on domestic markets for its yarn sales. The Company targets to sell domestically all yarn produced in two spinning mills located at Gajroula and Avinashi in the local markets.

Gujarat mills due to their location, would always enjoy a costing edge in exports over its peers in other parts of the country.

The above average growth in your company turnover last year, has made the Company project a growth of 15% for the current year. The Company targets to reach Rs 1000 crore in the next 2 years. Profit margins would also improve in the coming years.

We start the current year with a lot of hope and optimism of achieving new heights and taking the brand and the company to new levels. The much talked about consumption boom is expected to kick off very soon and we are well poised to take advantage of it. This would also reduce the dependence on exports and de-risk the company from vagaries of exports.

Last but not the least, Company has framed a CSR policy in line with the newly introduced Companies Act, 2013. Also other changes as required by the Act are being undertaken and we re-affirm our commitment to the best level of good corporate governance.

MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013

As required by the Companies Act, 2013, your Company has constituted following committees, namely:

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Reconstitute Stakeholder Relationship Committee

- Sexual Harassment of Employees at Workplace Committee

AWARDS AND RECOGNITION

Your company was selected as one of the 30 Small giants of India. This Award is initiated by India SME Forum and NDTV Profit.

DIRECTORS

Smt. Jyoti Jain, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The Board of Directors at their meeting held on 21st May, 2014 appointed Shri Mahesh C. Mehta as an Additional Independent Director of the Company. Board has also appointed Shri Sunil Mahnot as an Additional Director until in company''s employment and upto Boards pleasure .

Pursuant to Section 149 and other applicable provision of the Company''s Act, 2013, your Board is seeking appointment of Shri V. R. Mehta, Shri Navratan Dugar, Dr.(Prof.) V. K. Kothari and Shri Mahesh C. Mehta as Independent Directors for five consecutive years for a term upto 31st March, 2019 subject to Board''s pleasure.

Details of the proposal for appointment of Independent Director and Whole Time Director are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 35th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3C) of the Companies Act, 2013, your Directors report as under:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

d) that the Directors have prepared the annual accounts on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

The Audit Committee and the Board of Director recommends the re-appointment of M/s Doogar & associates, Chartered Accountant, as the Auditors of the Company.

PUBLIC DEPOSITS

Keeping in view amended provisions under the Companies Act, 2013 and rules made thereunder, Company has discontinued acceptance first of Fixed Deposit w.e.. 01.04.2014. Outstanding Fixed Deposit of Rs.1669 Lakhs will be paid on or before 31 March, 2015.

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(I) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

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

The information required to be furnished under 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 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board Sd/- Place: New Delhi (Dr. RIKHAB C. JAIN) Date: 21.05.2014 CHAIRMAN


Mar 31, 2013

The Directors have pleasure in presenting the 34th (Thirty Four) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS 2012-13 2011-12 (Rs. In lakh) (Rs. In lakh)

Sales / Income from operations 50284.33 39575.37

Profit before interest, Depreciation and Tax 5330.83 2708.67

Financial Charges 3313.23 2692.78

Depreciation 1161.29 1113.40

Provision for Income Tax / Deferred Tax 201.08 (880.44)

Profit / Loss after Tax 655.23 (-) 217.07

Balance brought forward from previous year 157.94 374.18

TOTAL 813.17 157.11

Appropriation:

Dividend & Distribution Tax 251.52 (0.83)

Transferred to / from General Reserve 300.00 NIL

Balance Carried forward 261.65 157.11

TOTAL 813.17 157.94

DIVIDENDS

Your Board recommend dividend @10% (Rs.1/- Per Share of the Face Value of Rs.10/- each) on the paid up Share Capital of the Company for the year ended 31st March, 2013.

REVIEW OF OPERATIONS

In 2012-13 the Company has managed to turn around and stabilize despite the slow global and Indian economy. The Company earned a PAT of Rs.6.55 Crores against a loss of Rs 2.17 crores in the last year. The turnover of the Company also went up by 28% to Rs. 503 crores. More important the operating EBITDA (before other income) is Rs.52.92 crores as against Rs.18.80 Crores last year.

The Company managed this turn around despite poor domestic and global conditions, due to aggressive marketing of yarn in China, strong marketing push of its branded knitwear in the domestic market/ Middle East and product expansion in the value added knitwear segment. It was supported by the range bound cotton prices for most of the year. It can proudly claim that its products have reached 62 countries spanning 5 continents and the Company continuously strives to expand markets both in terms of width and volume.

The Company has completed all its ongoing expansion projects. The new 25200 spindles spinning mill in Rajula, Gujarat has been completed in April, 2013 and has just started Commercial production. This unit would be able to avail of the various incentives provided in recently announced Gujarat Textile Policy, 2012. Apart from benefits of electricity rebate, VAT exemption, the biggest benefit would be the 7% interest subsidy, which the project would enjoy for the next 5 years (over and above the 4% interest subsidy under TUF). This unit buoyed with the attractive policy of Gujarat and the locational advantage (next to cotton growing areas and port) is expected to be the most profitable unit of the company.

The Company is facing higher energy costs due to the increase in power tariffs and hike in diesel prices. In order to moderate the impact, the Company has started buying power from IEX and 3rd party producers wherever possible. This lead to some moderation in the ever increasing energy costs. The Company is also going for state of the art automation systems to reduce labour requirement due to increasing wage levels and more important the difficulty in labour availability across the year.

Over the last few years, the Company has been working towards improving its contribution of domestic sales and also the % of value added branded knitwear business. The % of domestic sales has increased to 45% from 20% a few years back. Similarly the % of knitwear segment has gone up to 20% from 10% a few years back. We hope to improve these % to 50 and 25 respectively in the coming 2 years.

In order to strengthen its branded value added domestic business, the company has adopted a new slogan – " Zindagi is Good" to align itself with the changing consumer preferences. It has also introduced and expanded its range of products for men, woman and kids. The Company has almost doubled its advertisement budget this year in its efforts to reach out to the masses. It has also launched online shopping and stepped up its expenditure on digital marketing.

The Company is going slow on fresh capital projects as though operations are stable at the moment, the environment still is uncertain. Volatility is still there on the raw material and currency front, hence focus is on the relatively stable, low capital intensive value added segment. The removal of excise duty on garments in the Budget 2013 has further improved the prospects of growth and margin expansion in this segment.

FUTURE OUTLOOK

The worst is over and the company has managed to cover up the set back of 2011-12. The depreciating rupee, reasonable cotton prices have created a favourable situation for cotton yarn. Further the expected good monsoons, lower inflation and the removal of excise bodes well for the domestic garments demand. However with global growth still muted, political uncertainty and volatility in all areas – its difficult to predict precisely how well the Company would do in 2013-14. However we are confident that it would be better than the last year.

The start of the new spinning mill in Rajula, Gujarat should bring substantial profits to the Company due to the favourable yarn market and the interest subsidy of 11% due to the TUF scheme of Central Government and Gujarat Textile Policy. Further power costs have moderated for Gujarat operations, with the Company being able to purchase power from IEX and 3rd party producers of wind power.

The Company plans to continue strongly leveraging its high brand equity and expand markets and products with strong designing, advertisement and merchandising efforts. It expects a growth of 25% for its branded knitwear segment and margin expansion is also expected. The Company sees immense potential in the new distribution channels like institutional selling, e-commerce and is focusing and investing in these channels in a big way.

The yarn and fabric segments are expected to grow at 20% per annum and also margins are expected to be much better than last year.

We are confident that your Company will perform better in all segments of the business. Our emphasis on high margin business and focus on stable business portfolio can be expected to show positive results for the Company and its stake holders. In our effort to exit the volatile commodity business, the Company seeks to sell its cotton ginning unit in Gujarat in the ensuing year.

Your Company intends to install Solar Power Plants offline for localized captive consumption within each Spinning Mills. We hope by 2016 all our mills and manufacturing units will be running 100% on clean Solar / Wind Power energy. This move is to promote eco- sustainability and will certainly be our bit of efforts to "save earth". Our operations in Tamil Nadu already have 100% captive wind power. The Company is also focusing on environmental friendly yarns like organic, BCI, Fair Trade certified.

AWARDS AND RECOGNITION

Your company was awarded the Top 100 SME Award of India for 2012 by the India SME Forum. The Ministry of Micro, Small and Medium Enterprises were one of the support partners of this award program.

DIRECTORS

Shri Navratan Dugar and Shri V. R. Mehta retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditor’s Certificate on its compliance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the Financial Year amounting to Rs.1319.89 Lacs. There were no overdue deposits other than those unclaimed at the year end. .

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(I) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

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

The information required to be furnished under 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 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board

Sd/-

Place: New Delhi (Dr. RIKHAB C. JAIN)

Date: 29.05.2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 33rd (Thirty Third) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS 2011-12 2010-11 (Rs. In lakh) (Rs. In lakh)

Sales / Income from operations 39575.37 48793.83

Profit before interest, Depreciation and Tax 2708.67 5865.93

Financial Charges 2692.78 2340.76

Depreciation 1113.40 1128.14

Provision for Income Tax / Deferred Tax (880.44) 817.58

Profit / Loss after Tax (-) 217.07 1579.45

Balance brought forward from previous year 374.18 (-) 254.59

TOTAL 157.11 1324.86

Appropriation:

Dividend & Distribution Tax (-) 0.83 250.68

Transferred to / from General Reserve NIL 700.00

Balance Carried forward 157.11 374.18

TOTAL 157.94 1324.86

DIVIDENDS

Your Board could not recommend dividend due to loss during the year.

REVIEW OF OPERATIONS

The year 2011-12 was one of the most difficult year not only for the Company but worldwide textile industry and in many ways even worse than 2008-09. Cotton and yarn prices after touching an all time high in March 2011, suddenly crashed worldwide by over 35% in a short period of two months leaving the whole industry dazed.

This followed by uncertainty in the global market due to European crisis and the imposition of excise duty on garments lead to exceptionally difficult year for all segments of the textile business.

The extreme volatility in the currency in the second half of the year further worsened matters. Last but not the least Policies changes regarding exports of raw cotton and yarn, and reduction of export incentives remained the biggest culprit for the extreme volatility in global textile market.

The year saw the turnover of the Company plunge from Rs.485 Crores to Rs. 382 Crores i.e. a 21% fall due to poor demand and basic selling prices coming down. Due to the reasons mentioned above, the Company booked a loss of Rs.2.17 crores after taxes.

Over the last 2 years, your company has been paying more emphasis on its branded knitwear business. The contribution of this segment increased to 20% of turnover compared to 17% last year. This was despite the fact that due to excise, we lost almost 3 months sales. The turnover of all other divisions reduced due to both lower volumes and prices..

As a part of its strategy to slowly exit the cotton fibre business, the Company sold its ginning factory at Gondal, Gujarat for Rs.18.75 crores. The Company also plans to sell its ginning factory at Rajula, Gujarat and exit the volatile cotton commodity business fully and focus on the stable value added business. This crop year, Rajula Ginning Factory was not operated, otherwise it would have further worsened the scenario.

The Company has almost completed its Rs 20 crore garment expansion project in Avinashi. Further it has introduced many new products in its casual wear segment.

This year has broadly been a year of caution and fire fighting. It was difficult to implement new initiatives and push for growth.

Losses during the year has occurred mainly due to worldwide fall in cotton value chain since April, 2011, currency volatilities, increase in interest rates, Power rates and withdrawal of export subsidies and increase in taxes.

FUTURE OUTLOOK

The worst is almost over and the company is expected to cover up the set back in the first half of the current year itself. The depreciating rupee, falling cotton prices with low production of yarn across the country due to labour & power issues has created a favourable situation for cotton yarn. However with the global uncertainty so high, non clarity of Government policies - its difficult to predict precisely. We hope for the best.

The Government TUF scheme for textiles has expired in March 2012, and all are waiting for the new policy announcement. However the Company has no major expansion plans for this year, though the Rs 100 crore spinning expansion project at Rajula (Gujarat) is going on and is expected to be completed by March 2013. TUF sanctions for this project had already been confirmed in time.

The Company during the preceding year, due to slow demand and excise issues, had to go slow on its knitwear business. However this year once again the Company is looking for 50% growth in this segment. It is planning to go for a totally new ad campaign and put extra thrust on electronic and press media. The Company is also planning to focus on setting up exclusive shops in a big way, e-commerce and digital marketing through social media.

The Company plans to leverage its strong brand equity and expand over markets and products with strong designing, advertisement and merchandising.

The yarn and fabric segments are expected to grow at 20% per annum, however margins are expected to be much better than last year.

We are confident that your Company will be back on the growth path after a watershed year. Our emphasis on high margin business and focus on stable business portfolio can be expected to show positive results for the Company and its stake holders.

Your Company intends to install Solar Power Plants offline for localized captive consumption within each Spinning Mills. We hope by 2016 all our mills and manufacturing units will be running 100% on clean Solar / Wind Power. This move is to promote eco-sustainability and will certainly be our bit of efforts to "save earth" and to "save trees"

AWARDS AND RECOGNITION

During the year Brand "T.T." has been awarded with MASTER BRAND STATUS BY CMO ASIA (AFFILIATED OF CMO COUNCIL, USA).

DIRECTORS

Shri Sanjay Kumar Jain and Dr. (Prof.) V. K. Kothari retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditor's Certificate on its compliance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

Auditors observation in Clause (f) of Audit Report is explained in note no-33 to Financial Statements.

PUBLIC DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the Financial Year amounted to Rs.666.38 Lacs. Deposits of Rs.2.40 Lacs which fell due for repayment before the close of the financial year, remain unclaimed by the depositors at the close of the Financial Year. There were no overdue deposits other than those unclaimed at the year end.

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which form a part of this report. However as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.

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

The information required to be furnished under 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 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the Company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board

Sd/-

Place: New Delhi (Dr. RIKHAB C. JAIN)

Date: 31.05.2012 CHAIRMAN


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 32nd (Thirty Second) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULT 2010-2011 2009-2010 (Rs. In lakh) (Rs. In lakh)

Sales 48662.65 35360.33

Profit before interest, Depreciation, and Tax 5866.17 3467.72

Financial Charges 2341.00 1908.97

Depreciation 1128.14 955.58

Provision for Income Tax/ Deferred Tax 817.58 (-)444.09

Profit / Loss after Tax 1579.45 1047.25

Balance brought forward from previous year (-)254.59 (-) 1301.84

TOTAL 1324.86 (-) 254.59

Appropriation

Dividend & Distribution Tax 250.68 NIL

Transferred to General Reserve 700.00 NIL

Balance Carried forward 374.18 (-)254.59

TOTAL 1324.86 (-)254.59

DIVIDENDS

Your Directors have pleasure to recommend dividend @ 10% ( Re 1 per share) for the year 2010-11 (Rs. NIL for 2009-10).

REVIEW OF OPERATIONS

The year 2010-11 was the best year ever for your company. Its turnover grew from Rs.354 crore to Rs.487 crore i.e. a 38 % increase. Its profit before deferred taxes went up by 297%. Your company was able to use its strengths to leverage the turn round in the global economy and make the most of it. There was an unprecedented rise in raw cotton prices due to a demand-supply mismatch arising from crop failures in Pakistan/China, which had a cascading impact on the entire textile chain. The integrated nature of the company made it benefit from the same and post an all time high net profit of Rs.15.79 crores.

Your company has shifted emphasis in this year and will keep doing so, in future as well, from commodity based Fibre to more value added segments of the textile chain. In line with having a more balanced and stable product portfolio and a balanced market between domestic and exports - the Company has entered into an agreement to sell its ginning/oil undertaking in Gondal, Gujarat for Rs 18.75 crores and invest Rs 150 crores into yarn, fabric and garments Production. It also plans to sell its other ginning factory based in Rajula to exit the volatile commodity type cotton fibre business in total and focus on more stable value added business.

The Company has increased turnover of its knitwear segment by 50% this year despite the very difficult situation in the market due to all time high rise in yarn prices resulting in lower to flat growth rates in consumption. The Company doubled its advertisement budget and introduced many new products in the kids and ladies segment of inner and casual wear. It also launched online shopping through its website www.ttgarments.com.

The major steps taken by the Company in this year were:

- Greater emphasis on domestic sales both in absolute terms and as a percentage of total turnover.

- More focus on value added products like innerwear and casual wear.

- Brand building through electronic and print media to give boost to domestic sales.

- Reduced exposure to commodity business like raw cotton fibre

- Increasing internal capacity of fabric and other backward integrated segments to realize higher added value.

- Setting up exclusive “T T” shops to come closer to the final consumer and establish presence in the growing retailing business.

- Introduction of new, value added products by entering the premium segment of garments under brand name “COCO TREE” and organic products viz. “Green range”.

- Tying up with all the major organized retail chains to establish presence in the fastest growing distribution channel.

- Introduced value added yarn like Organic and Recycled products. Your company is also in the process of getting Fair Trade Registration.

All these measures has made the Company achieve highest ever profitability and profit in both absolute and percentage terms.

The Company would have performed much better, but was inhibited due to sudden changes in Government policies. The Government suspended exports of yarn from December 1, 2010 to March 15, 2011 leading to a significant loss in export revenues. Export incentives were also removed on yarn during the year leading to lower margins. Further in March 2011 the Govt imposed excise duty on garments leading to loss of sales for March 2011 for that segment. However despite the above issues, the company was able to perform well.

It also completed the implementation of its ERP system. This marked a significant step towards more efficient system and internal controls of sales, purchases, inventory and finances.

FUTURE OUTLOOK

Cotton and yarn prices reached an all time high in a very short period. This has lead to shifting in demand to other fibres and also price elasticity of demand has come into play. The first quarter is going to be challenging as there is an expected correction in prices due to the Projected bumper crop of cotton in 2011-12 and slow down in demand due to high prices. Your company has brought down its inventory levels and is moving slowly and with due caution till things stabilise in the coming days

The strength of India as a country is growing in the global textiles world in the cotton segment. After a stagnant first quarter, high growth rates are expected as consumption picks up once prices settle down and consumers come back to the market to spruce up the dwindled pipeline inventory.

The Government had suspended the Textile Upgradation Fund (TUF) in May 2010, and reinstated the same in April 2011. This scheme is operative till March 2012. Your Company has chalked out a Rs 150 crore expansion plan to take advantage of the scheme. It is investing Rs 25 crore in a garment manufacture unit in Tirupur, Rs 100 crore in spinning facility in Rajula, Gujarat and Rs 15 crore in a PP yarn facility in Gajroula, UP and the balance Rs 10 crore for modernisation of existing facilities.

Your company also plans to double its advertisement budget in the coming year . It will leverage brand strenght and focus on more value added products in its knitwear category to capitalise on the booming domestic demand.

We are confident that your Company is set to achieve new heights. We are glad that the management's policy of dynamic adaptability has paid dividends and set the path of strong and fast growth. Our emphasis on high margin business and focus on stable business portfolio can be expected to show positive results for the Company and its stake holders.

DIRECTORS

Shri V. R. Mehta and Smt. Jyoti Jain retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adherence to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditor's Certificate on its compliance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

Auditors observation in Clause (f) of Audit Report is explained in note no.B-7 to Schedule 15-Notes to Accounts

PUBLIC DEPOSITS

The company has not accepted deposits from public. The information as per directions of Reserve Bank of India is given below:

i) Total number of depositors whose deposits have not been claimed or paid by the company after the date on which the deposit become due Nil

ii) Total amount due to the depositors and remaining unclaimed or unpaid Nil

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(I) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.

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

The information required to be furnished under 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 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, banks, financial institutions, depositors, customers and suppliers of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board

Sd/- (Dr. RIKHAB C. JAIN) CHAIRMAN

Place: New Delhi Date: 11.07.2011


Mar 31, 2010

The Directors have pleasure in presenting the 31st (Thirty First) Annual Report of the Company together with the Audited Accounts for the year ended March 31,2010.

FINANCIAL RESULT 2009-2010 2008-2009 (Rs. In lakh) (Rs. In lakh) Sales 35360.33 24410.65

Profit before interest, Depreciation, and Tax 3467.72 (-)1060.16

Financial Charges 1908.97 1786.77

Depreciation 955.58 777.37

Provision for Income Tax/FBT/Deferred Tax (-) 444.09 (-)826.50

Profit after Tax 1047.25 (-)2797.81

Balance brought forward from previous year (-) 1301.84 487.83

TOTAL (-) 254.59 (-)2310.03

Appropriation

Transferred to General Reserve NIL (1008.19)

Balance Carried forward (-) 254.59 (-)1301.84

TOTAL (-) 254.59 (-)2310.03

DIVIDENDS

Your Board could not recommend dividend for the year 2009-10 in view of carried forward setback pertaining to recession year 2008-09.

REVIEW OF OPERATIONS

The year 2009-10 has shown the strength of the Indian economy. Despite severe economic crisis globally, the Indian economy was able to shrug off the same and has been able to come out of woods. Rise in domestic demand in emerging economies like Chinese and Indian and other BRIC economies has pulled the world out of recession. Global uncertainty is still very high, and is expected to stay so for the next year or so. However, your Company has been able to adjust itself and come out of the recession with flying colours. During the financial year ending 31.03.2010 Company has diversified its business operation and focused on high margin products.

In order to derisk our business and reduce its vulnerability to the global turmoil in developed economies, your Company has taken the following steps over the last 15 months:

- Greater emphasis on domestic sales both in absolute terms and as a percentage of total turnover.

- More focus on value added products like innerwear and casual wear.

- Brand building through electronic and print media to give boost to domestic sales.

- Reduced exposure to commodity business like raw cotton fibre

- Increasing internal capacity of fabric and other backward integrated segments to realize higher added value.

- Setting up exclusive "T T" shops to come closer to the final consumer and establish presence in the growing retailing business.

- Introduction of new, value added products by entering the premium segment of garments under brand name "COCO TREE" and organic products viz. "Green range".

- Tying up with all the major organized retaiL chains to establish presence in the fastest growing distribution channel.

- Introduced value added yarn Like Organic and Recycled products. Your company is aLso in the process of getting Fair Trade Registration.

The results of all these measures has lead to a sharp turn around and made the Company achieve highest ever profitability in both absolute and percentage terms.

The slow but steady recovery across the globe has lead to an increase in demand of textile products globally. Your Company has been abLe to get a premium on its products and manage its costs prudently leading to this excellent results despite very difficult times, especially in the first half of the year. Your Company managed to increase its turnover by about 50% and record its highest ever net profit.

FUTURE OUTLOOK

The Company is very confident for the coming year. The beginning months of the current year have been the best ever months for your Company. Barring unforeseen external factors the Company expects to achieve about 40% growth in turnover and substantially higher profits. In terms of its various products, maximum growth of about 100% is expected on the domestic garments business. Other business segments are expected to grow by about 20%.

All the growth in this year would be without any major fixed capital requirement. The main requirement would be for working capital due to increased volumes and high price increases caused by inflationary upsurge. Apart from its existing business, the Company is planning to increase it presence in the "Clean Energy" segment. The Company is already operating 3 wind mills aggregating 3.75MW. It plans to make a major foray in clean power generation in the coming years.

We are confident that with the resurgence of India, your Company is set to achieve new heights and targets. We are glad that the managements policy of dynamic adaptability has paid dividends and set the path of strong and fast growth. Our emphasis on high margin business and focus on stable business portfolio would show positive results for the Company and its stake holders. Your Board is confident of wiping out completely carried forward setback within the first half of the current year.

DIRECTORS

Shri Navratan Dugar and Shri V K Kothari retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) thatin the preparation of the annual accounts, the applicable accounting standards have been folLowed.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or Loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance alongwith Auditors Certificate on its compliance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The company has not accepted deposits from public. The information as per directions of Reserve Bank of India is given below:

i) Total number of depositors whose deposits have not been claimed or paid by the company after the date on which the deposit become due

Nil

ii) Total amount due to the depositors and remaining unclaimed or unpaid

Nil

PERSONNEL

Information as perSection 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Companys Registered Office.

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

The information required to be furnished under 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 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are greateful to shareholders, banks, financial institutions, depositors, customers and suppliers of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board Sd/-

Place: New Delhi (Dr. RIKHAB C. JAIN) Date: 29.05.2010 CHAIRMAN & MANAGING DIRECTOR

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