Directors Report of GB Global Ltd.

Mar 31, 2024

Your director''s take pleasure in presenting the 40^th Annual Report on the business and operations
of your Company, along with the summary of the Audited Standalone and Consolidated Financial
Statements for the Financial Year (''FY'') ended 31^st March, 2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever
required.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Indian Rupees in Lakhs)

Particulars	Standalone	Standalone	Consolidated	Consolidated
Particulars	Financial Year 2023Â¬ 2024	Financial Year 2022Â¬ 2023	Financial Year 2023Â¬ 2024	Financial Year 2022Â¬ 2023
Revenue from Operations	21,929.93	12,794.16	21,929.93	12,794.16
Other Income	6,238.60	8,971.91	6,275.80	8,971.90
Total Income	21,168.53	21,766.07	28,205.73	21,766.06
Expenses
Operating expenses	22,554.90	16,229.27	22,612.61	16,236.80
Total Expenses
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	5,613.63	5,536.80	5,593.13	5,529.25
Less: Depreciation/ Amortisation/ Impairment	2,133.12	2,871.23	2,133.12	2,871.23
Profit /loss before Finance Costs, Exceptional items and Tax Expense	3,480.51	2,665.57	3,460.01	2,658.02
Less: Finance Cost	120.07	50.41	120.20	50.79
Less: Exceptional Item (Amounts written back and Impairment on Property, Plant & Equipment)	-	-	-	-
Profit/ (Loss) Before Taxation	3,360.44	2,615.16	3,339.81	2,607.23
Less: Provision for Taxation	-	_-	-	_-

Current Tax Deferred Tax Tax of Earlier Year	(678.38)	(38.39)	(678.38) (0.31)	(38.39)
Net Profit/(Loss) for the Year (1)	4,038.82	2,653.55	4,018.50	2,645.62
Total Comprehensive Income/(Expense) (2)	6.79	67.30	6.79	67.30
Total Comprehensive Income for the year (1 2)	4,045.61	2,720.85	4,025.29	2,712.92
EPS
Basic (after exceptional item)	8.07	5.30	8.03	5.29
Diluted (after exceptional item)	8.07	5.30	8.03	5.29

Note:

Previous years'' figures have been reclassified/regrouped wherever necessary, to correspond
with those of the current year.

2. COMPANY PERFORMANCE AND THE STATE OF THE COMPANY''S AFFAIRS:

The Highlights of the Company''s Performance for the FY ended 31^st March, 2024 are as under:
Standalone:

i- The total revenue from operations increased from ^12,794.16 lakhs to ^21,929.93 lakhs.
-I- The total profit before tax is ?3,360.44 lakhs against last year''s profit of ?2,615.16 lakhs.

-I- The total profit after tax is ?4,038.82 lakhs against last year''s profit of ?2,653.55 lakhs.

Consolidated.

X- The total revenue from operations increased from ^12,794.16 lakhs to ^21,929.93 lakhs.
1 The total profit before tax is ?3,339.81 lakhs against last year''s profit of ?2,607.23 lakhs.

-I- The total profit after tax is ?4,018.50 lakhs against last year''s profit of ?2,645.62 lakhs.

Segment Reporting

Your Company operates in three primary business segments, namely "Textile", "Garment" and
"Infrastructure Projects" which constitutes a reportable segment in the context of Ind AS 108
on "Operating Segments".

Therefore, the total Segmental profit before tax & interest is ?3,480.51 lakhs against last year''s
profit of ?2,665.57 lakhs under textile segment reporting. There has been no income during the
period under review in the garment segment. The total loss before tax & interest is ?20.51
against last year''s loss of ?7.50 lakhs under infrastructure projects segment. There is profit
before tax in current financial year of ?3,339.80 lakhs.

Also, the performance of the Company for the FY ended 31^st March, 2024 is provided in the
Management Discussion and Analysis Report, which is presented in a separate section forming
part of this Annual Report.

3. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for FY 24 appearing in
the Statement of profit and loss.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.

5. SHARE CAPITAL:

a. Authorized Share Capital: The Authorized Share Capital of the Company as on the date of
this report is ^1,10,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) divided
into 11,00,00,000 equity shares of ?10/- (Indian Rupees Ten each).

b. Paid Up Equity Capital: The paid-up Equity Share Capital as on the date of this report is
^50,03,31,430/- (Indian Rupees Fifty Crores Three Lakhs Thirty-One Thousand Four Hundred
and Thirty Only) divided into 5,00,33,143 equity shares of ?10/- (Indian Rupees Ten each).

6. DISCLOSURES RELATING TO SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:

On 31^st March, 2024, the Company has one subsidiary company i.e., Flowline Developers Private
Limited and there has been no material change in the nature of the business of the said
subsidiary. There are no associates or joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013 ("Act").

Further the Company contributed in the capital account of DLH North Housing LLP ("LLP") to
admit as a new partner in the said LLP.

Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rule, 2014, a
statement containing the salient features of financial statements of the company''s subsidiary in
Form AOC-1 is attached herewith as Annexure - ''I'' and forms part of this Report.

Except as stated in this Report, there are no Companies/Body Corporate which have
become/ceased to be subsidiary/ Joint Venture / Associate during the year under review.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated
Financial Statements of the Company along with relevant documents and separate audited
financial statements in respect of subsidiary, are available on the Company''s website at
www.gbglobal.in.

The policy for determining Material Subsidiaries as approved by the Board of Directors is
available on the website of the Company at www.gbglobal.in and the web link of the same is
https://www.gbglobal.in/codes-of-conduct-policies.php.

7. DIRECTOR''S RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards OInd
AS'') under the historical cost convention on accrual basis except for certain financial
instruments, which are measured at fair values, the provisions of the Act (to the extent notified)
and guidelines issued by the Securities and Exchange Board of India OSEBI''). The Ind AS are
prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
The Company has adopted all the Ind AS standards and the adoption was carried out in
accordance with applicable transition guidance. Accounting policies have been consistently
applied except where a newly issued accounting standard is initially adopted or a revision to an
existing accounting standard requires a change in the accounting policy thereto in use.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of
Section 134 of the Act, with respect to Directors'' Responsibility Statement, your management
state that:

i. In the preparation of the annual accounts for FY ended 31^st March, 2024, the applicable
Accounting Standards have been followed along with proper explanation relating to
material departures;

ii. Accounting policies have been selected and applied consistently and judgments and
estimates made 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 FY and of the profit of the Company
for the year under review;

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

iv. The annual financial statements have been prepared on a going concern basis;

v. Internal financial controls to be followed by the Company have been laid down and
ensured that such internal financial controls are adequate and operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the main business object of the
Company.

9. CHANGE IN THE NAME OF THE COMPANY:

During the year under review, there was no change in the name of the Company.

10. MANAGEMENT

a. Monitoring Committee:

The Hon''ble National Company Law Tribunal (''NCLT'') vide order dated 19^th May, 2021 approved
the Resolution Plan (''Approved Resolution Plan'') submitted for the Company by Dev Land &
Housing Private Limited (''DLH''/ ''Successful Resolution Applicant¹), pursuant to the
provisions of the Insolvency and Bankruptcy Code, 2016 (''Code'').

As per the Approved Resolution Plan, the Monitoring Committee was constituted on 28^th May,
2021 for monitoring the implementation of the Approved Resolution Plan.

The Monitoring Committee comprised of the following personnel''s:

Sr. No.	Name of Member	Designation
1	Mr. Prashant Agarwal	Textile Expert
2	Mr. Bhupendra Singh	Representative of State Bank of India
3	Mr. Sanjay Kumar Tiwari	Representative of Bank of Baroda
4	Mr. Raghunath Chavan	Representative of DLH
5	Mrs. Henna Garodia	Representative of DLH

The said Monitoring Committee is still in existence even after the full and final consideration as
on the discharge date 06^th June, 2022 as the Company is yet to receive no-due certificate from
some of the financial creditor of the Company.

b. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Company''s Articles of Association, Mr.
Vijay Thakkar (DIN: 00189355) retires by rotation and being eligible, offers himself for
re-appointment.

Sr. No.	Director Details	Designation	DIN
1	Mr. Vijay Thakkar	Managing Director	00189355
2	*Mr. Harsh Somaiya	Executive Director & Chief Executive Officer	06360600
3	Mr. Dev Thakkar	Chairman - Non-Executive Non-Independent Director	07698270
4	Mrs. Tanam Thakkar	Non-Executive NonÂ¬ Independent Woman Director	00284512
5	Mr. Paresh Jain	Non-Executive - Independent Director	05159799
6	Mr. Aayush Prashant Agrawal	Non-Executive - Independent Director	09101979
7	Mr. Akshat Prashant Agrawal	Non-Executive - Independent Director	09107481
8	Mr. Shailesh Vora (Resigned with effect from 14^h August, 2023)	Non-Executive - Independent Director	01381931
9	**Mr. Dinesh Tarfe	Non-Executive - Independent Director	10104238

*Post the year under review, Mr. Harsh Somaiya resigned from the post ofExecutive Director
with effect from 04 September, 2024.

**Post the year under review, Mr. Dinesh Tarfe resigned from the Board with effect from 04^thSeptember, 2024.

Further, there were below-mentioned changes in the composition of the Board during the year
under review:

â¢ Mr. Dinesh Tarfe (DIN: 10104238) was appointed as an Additional Director with effect
from 18^th April, 2023 and regularized as Director in the 39^th Annual General Meeting
(''AGM'') of the Company held on 29^th September, 2023.

â¢ Mr. Aayush Prashant Agrawal (DIN: 09101979) and Mr. Akshat Prashant Agrawal (DIN:
09107481) were appointed as Additional Directors with effect from 14^th August, 2023
and regularized as Director in the 39^th AGM of the Company held on 29^th September,
2023.

â¢ Mr. Shailesh Vora (DIN: 01381931) has resigned from the post of Non-Executive
Independent Director of the Company with effect from 14^th August, 2023.

Sr. No.	KMP Details	Designation	PAN
1	Mr. Harsh Somaiya	Chief Executive ^;icer	ECWPS5001P
2	*Mrs. Komal Jhawar	Company Secretary & mpliance Officer	ATAPJ5249H
3	Mr. Kishan Jaiswal	Chief Financial Officer	AHTPJ5324L
4	**Ms. Aastha Kochar	Company Secretary & mpliance Officer	EUUPK2856L

*Mrs. KomalJhawar was appointed as the Company Secretary & Compliance Officer
of the Company from 09^th August, 2022. Further, she resigned from the post of
Company Secretary & Compliance Officer with effect from the dosing hours of3Cf^hJune, 2023.

** Ms. Aastha Kochar was appointedas the Company Secretary & Compliance Officer
ofthe Company with effectfrom 05^h September, 2023.

11. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Paresh Jain, Mr. Aayush Prashant Agrawal and Mr. Akshat Prashant Agrawal are the
Independent Directors on the Board of the Company. Mr. Aayush Prashant Agrawal and Mr.
Akshat Prashant Agrawal were regularized as the Non-Executive, Independent Directors on the
Board in the 39^th AGM held on 29^th September, 2023.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149(6)
of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing
Regulations.

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. Also, a
statement from them that have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act.

Pursuant to the provisions of Regulation 16 of the Listing Regulations, the Independent Directors
also confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence and that they are
independent of the management.

In the opinion of the Board, there has been no change in the circumstances affecting their status
as Independent Directors of the Company and the Board is satisfied of the integrity, expertise,
and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read
with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as
amended, the Independent Directors of the Company have registered their names in the data
bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/ Committees of the Company.

12. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2023-24, the Boards of Directors of the Company duly met seven (7)
times. The following Meetings of the Board of Directors were held during the period under
review:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	18^th April, 2023	6	5
2	30^th May, 2023	7	5
3	27^th July, 2023	7	4
4	14^th August, 2023	7	5
5	05^th September, 2023	8	5
6	09^th November, 2023	8	5
7	13^th February, 2024	8	5

For details of meetings of the Board, please refer to the Corporate Governance Report, which
forms a part of the Annual Report.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual Directors pursuant to the provisions of the Act and Listing
Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of criteria such as the board composition and structure; degree of
fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.); effectiveness of
board processes, information and functioning, etc.; extent of co-ordination and cohesiveness
between the Board and its Committees; and quality of relationship between board Members and
the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on 05^thJanuary, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the Company was evaluated, taking into account the
views of Executive Director and Non-Executive Directors. The Board and the NRC reviewed the
performance of individual Directors on the basis of criteria such as the contribution of the
individual Director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution within and outside the meetings, etc. In the
Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the
performance of the Board, its Committees, and individual Directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.

The Company''s Independent Directors met on Thursday, 09^th November, 2023 without the
presence of Executive Directors or Members of the Management. All the Independent Directors
attended the Meeting. The Board of Directors has expressed their satisfaction with the evaluation
process.

The details of the Policy on evaluation of Board''s performance is available on the Company''s
website.

14. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the
industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board
on a periodic basis, including each time a director''s appointment or re-appointment is required.
The NRC reviews and vets the profiles of potential candidates vis-a-vis the required
competencies, undertakes due diligence and meeting potential candidates, prior to making
recommendations of their nomination to the Board.

The said policy laid down the parameters on appointment and evaluation of Board of Directors,
KMP''s and Senior Management Personnel setting out the guiding principles for the Nomination
and Remuneration Committee for identifying the individuals who are qualified to become
Directors and to determine the independence of Directors, in case of their appointment as
Independent Directors of the Company and other matters provided under sub-section (3)
of section 178 of the Act.

The Company has in place the Nomination and Remuneration Policy for Directors, KMP''s and
Senior Management Personnel to align with the requirements of the Act and the Listing
Regulations. The said Policy is available on the website of the Company at www.gbglobal.in.
The web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

Criteria for determining qualifications, positive attributes and independence of a Director
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing
Regulations, the NRC has formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of which are as follows:

y Qualifications - The Board nomination process encourages diversity of thought, experience,
knowledge, age and gender. It also ensures that the Board has an appropriate blend of
functional and industry expertise.

y Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the
Directors are expected to demonstrate high standards of ethical behaviour, communication
skills and independent judgement. The Directors are also expected to abide by the
respective Code of Conduct as applicable to them.

y Independence - A Director will be considered independent if he/she meets the criteria laid
down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b)
of the SEBI Listing Regulations.

The Company''s policy on directors'' appointment and remuneration and other matters provided
in Section 178(3) of the Act is available www.gbglobal.in. The web link of the same is
https://www.gbglobal.in/codes-of-conduct-policies.php.

15.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has in place a Vigil Mechanism/ Whistle Blower Policy ("the policy"). The said
policy is established effectively for the Directors/ Key Managerial Personnel and employees of
the Company, to provide a framework to facilitate responsible and secure reporting of concerns
of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct
& Ethics.

In accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the
Company has established the necessary vigil mechanism that provides a formal channel for all
its directors, employees and other stakeholders to report concerns about any unethical
behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The details
of the policy as approved by the Board of Directors is available on the website of the Company
at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-
policies.php.

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company''s internal control systems are commensurate with the nature of its business,
the size and complexity of its operations and such internal financial controls with reference
to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the
Management Discussion and Analysis, which forms a part of the Annual Report.

17. COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

1. Audit Committee -

Sr. No.	Name of the Member	Designation
1	Mr. Paresh Jain	Chairman
2	Mr. Dev Thakkar	Member
3	*Mr. Aayush Agrawal	Member

The Audit Committee meetings were held on 30^th May, 2023; 14^th August, 2023; 05^th September,
2023; 19^th November, 2023; and 13^th February, 2024.

*The Board of Directors in their meeting held on 14^th August, 2023, reconstituted the Audit
Committee due to resignation of Mr. Shailesh Vora. Further, Mr. Aayush Agrawal was appointed
as a member in the Audit Committee with effect from 14^th August, 2023.

2. Nomination & Remuneration Committee -

Sr. No.	Name of the Member	Designation
1	Mr. Paresh Jain	Chairman
2	Mr. Dev Thakkar	Member
3	*Mr. Aayush Agrawal	Member

The Nomination & Remuneration Committee meetings were held on 18^th April, 2023, 27^th July,
2023, 14^th August, 2023; and 05^th September, 2023.

*The Board of Directors in their meeting held on 14^th August, 2023, reconstituted the Nomination
& Remuneration Committee due to resignation of Mr. Shailesh Vora. Further, Mr. Aayush Agrawal
was appointed as a member in the Nomination & Remuneration Committee with effect from 14^thAugust, 2023.

3. Stakeholders and Relationship Committee-

Sr. No.	Name of the Member	Designation
1	Mr. Dev Thakkar	Chairman
2	Mr. Vijay Thakkar	Member
3	Mr. Paresh Jain	Member

The stakeholder''s relationship committee meeting was held on 09^th November, 2023.
4. Risk Management Committee -

Sr. No.	Name of the Member	Designation
1	Mr. Dev Thakkar	Chairman
2	Mr. Vijay Thakkar	Member
3	Mr. Paresh Jain	Member

The risk management committee meetings were held on 09^th November, 2023 and 13^th February,
2024.

18.CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

Post the year under review, the Company in their Board Meeting held on 12^th August, 2024
constituted the CSR Committee for carrying out the CSR activities going forward. The
composition of the CSR Committee is mentioned below:

Sr. No.	Name of the Member	Designation
1	Mr. Dev Thakkar	Chairman
2	Mr. Paresh Jain	Member
3	Mr. Vijay Thakkar	Member

Pursuant to Section 135 of the Act, the Company is required to spend 2 (two) percent of the
average net profit of the Company for three immediately preceding FYs. As the average net
profit of the Company during previous three FYs was negative, the Company is not required to
spend any amount for the CSR purpose during the year under review.

The Annual Report on CSR activities for the FY 2023-24 as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed as Annexure -
''II'' and forms an integral part of this report.

The policy on Corporate Social Responsibility as approved by the Board of Directors prior to the
commencement of the CIRP is available on the website of the Company at www.gbglobal.in and
the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

19. AUDITORS:

a. Statutory Auditors:

In accordance with Section 139, 142 of the Act, the Members of the Company in its 37^th AGM,
held on 28^th September, 2022 have appointed M/s. Bhuta Shah & Co. LLP, Chartered
Accountants (FRN: 101474W/ W100100) as the Statutory Auditors of the Company to hold office
till the conclusion of the 42^nd AGM of the Company. M/s. Bhuta Shah & Co. LLP, Chartered
Accountants has furnished the Financial Results and Independent Auditor''s Report for the FY
ended 31^st March, 2024.

b. Secretarial Auditors:

The Board in their meeting held on 29^th May, 2024 appointed M/s Himesh Pandya & Associates,
Practicing Company Secretary (Membership No. A40991) as Secretarial Auditor of the Company
for conducting Secretarial Audit for the FY 2023-24 pursuant to the provisions of Section 204 of
the Act, Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and pursuant to Listing Regulations.

The Secretarial Audit Report in MR - 3 is annexed as Annexure- ''III'' and forms an integral
part of this Report.

The subsidiary company i.e., Flowline Developers Private Limited does not fall under the
category of material subsidiary as per the SEBI Listing Regulations. Therefore, the provisions
pertaining to Regulation 24A (1) of the Listing Regulations are not applicable to the Company.

c. Cost Auditors:

As per the requirement of Central Government and pursuant to Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, cost audit
is applicable to the Company. In view of the same, the Company is in the process of appointing
a new Cost Auditor.

d. Internal Auditors:

Upon the recommendation of the Audit Committee, the Board in their meeting held on 30^th May,
2023 appointed J A S N & Co. LLP, Practicing Chartered Accountant Firm (Firm Registration
Number W100635) as Internal Auditor of the Company for conducting Internal Audit for the FY
2023-24 pursuant to the provisions of Section 138 of the Act.

20. FRAUDS REPORTED BY THE AUDITOR:

The Auditors of your Company have not reported any frauds as mentioned under Section 143
(12) of the Act, during the period under review.

21. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

A. Statutory Auditor''s Qualification:

i. Auditor''s Qualification:

The Auditors were unable to obtain sufficient and appropriate audit evidence about the carrying
amount of inventories including it''s quantity and valuation as at 31^st March, 2024 because
complete details regarding inventories were not made available.

Management explanation:

The Auditors'' Report and notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any further comments under Section 134
of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual
Report.

ii. Auditor''s Qualification:

The balances of trade payables, trade receivables, advances received, advances given
(including capital advances), and Goods and Services Tax (GST) balances are subject to
confirmation, reconciliation, and consequential adjustment, if any. Thus, the Statutory
Auditors were unable to obtain sufficient appropriate audit evidence regarding the amounts
recognized for these balances.

Management explanation:

iii. Auditor''s Qualification

(a) The title deeds of immovable properties, which are included under the head fixed assets,
are held in the name of the Company except factory building situated at sewri, Mumbai
having net carrying value INR 742.31 lakhs in the financial statement

Description
of property

Gross

Carrying

value

Held in
name of

Whether

promoter,

director

their relative

Period

held

Reason for not
being held in the
name of
company

Factory unit
- Sewri

1475.46

lakhs

Champaklal
and sons

None

There is dispute over
ownership of
property

Management explanation:

Further, the Auditors'' Report and notes to the financial statements referred in the Auditors
Report are self-explanatory and therefore do not call for any further comments under Section
134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual
Report.

iv. Auditor''s Qualification

According to the information and explanations given to us and based on our examination of
the records, the Company has complied with the provisions of Sections 185 and 186 of the
Companies Act, 2013 in respect of loans granted except for the following:

S.No

Non Compliance of Section 186

Remarks, if
any

Name of
Company/Party

Amount

Involved

Balance as
at Balance
sheet date

Loan given at
rate of interest
lower than
prescribed or no
interest

Reynold Shirting
Pvt Ltd

2,84,67,146

No interest
charged.

Management explanation:

B. Secretarial Auditor''s Qualification

i. Auditor''s Qualification:

It is observed that the Listed Equity Capital reported in the XBRL Report is (33143) (No. Of
shares) not matching with the Listed Equity Capital as per Exchange records i.e. ( 3314295) (No.
Of shares) and Difference is 3281152(No. Of shares).

Management explanation:

Pursuant to the Approved Resolution Plan, the paid-up share capital of the Company was to be
reduced from 33,14,295 to 33,143. The Company had applied for reduction of share capital from
33,14,295 to 33,143 to BSE and NSE and after providing various replies to the queries of both
the exchanges, the Company has received the approval letters from both the exchanges dated
21^st December, 2022 and 22^nd December, 2022 respectively. The Corporate Action has been
completed for the same and the company has received the approval letters from CDSL and NSDL
dated 16^th February, 2023 and 27^th January, 2023 respectively. Since, the same was not taken
on record in the data of BSE and NSE, there was difference in the number of shares of the
Company. In response to same, the Company have uploaded the XBRL with the required
clarifications on 01^st August, 2023.

ii. Auditor''s Qualification:

Executive Director &Chairperson (C&NED) as on March 31, 2023 to Non-Executive Director
&chairperson related to promoter (C, NED) as on June 30, 2023. Due to change in change
in category of above-mentioned Director Board Composition of your company (Half of the
Board is not ID) not in line with requirements of SEBI (LODR) Regulations, 2015

Management explanation:

The Company in its clarification letter dated 11^th August, 2023 clarified that due to change in
XBRL taxonomy provided on listing portal, the Company had invertedly selected the wrong
category of the Chairperson as clearly mentioned in your query letter.

iii. Auditor''s Qualification:

Provisions pertaining to Board Composition (Regulation 17) Reason: 1.1) One third of the board
is not Independent from April 18, 2023. 2. Contradictory Affirmations: The composition of Board
of Director is not in line with SEBI (Listing obligations and disclosure requirements) Regulations,
2015 while the Company has stated as Compliant in the section of affirmation

The Company in its clarification letter dated 18^th August, 2023 clarified that the Board of
Directors in their meeting held on 14^th August, 2023, had appointed two new Independent
Directors which are Mr. Aayush Prashant Agrawal (DIN: 09101979) and Mr. Akshat Prashant
Agrawal (DIN: 09107481). The Company affirms that the composition of the Board is in
compliance with the SEBI Listing Regulations.

iv. Auditor''s Qualification:

Letter received from NSE for the entity is covered as promoter/promoter group in System Driven
Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020), however
not appearing as promoter/promoter group as per Table II of shareholding pattern (SHP) or
vice-versa.

Management explanation:

The Company in its clarification letter dated 11^th September, 2023 stated the reasons for the
difference in the promoter/promoter group in System Driven Disclosures (SDD) and the
shareholding pattern submitted for the quarter ended 30^th June, 2023.

v. Auditor''s Qualification:

There is Quarter to Quarter Change in count of promoter of the Company compared to
previous period/quarter shareholding pattern.

Management explanation:

The Company had uploaded the Shareholding pattern XBRL along with the clarification for
Change in count of promoter of the Company compared to previous period/quarter shareholding
pattern on the BSE Portal on 17^th November, 2023.

vi. Aud itor''s Qua l ification:

It is observed from the submission made under 31 of LODR and Reg 76 of DP regulation for
quarter ended Sep 30, 2023, that there is a mismatch in total no of shares held in
Shareholding Pattern and Reconciliation of Share capital Audit report.

Management explanation:

The Company in its clarification letter dated 24^th January, 2024 stated that the name of DLH
was included in the shareholding pattern submitted for the quarter ended 30^th September, 2023
in the Promoter Category pursuant to the Resolution Plan. In regards to the data received from
the RTA of the Company; it does not include the name of DLH as the Company is awaiting the
in-principle approvals from the Stock Exchanges for the listing/trading for the 5,00,00,000 equity

shares allotted to DLH on preferential basis. The Company had stated the reasons for such
difference and uploaded the clarification letter dated 24^th January, 2024.

vii. Aud itor''s Qua l ification:

1. There is Quarter to Quarter Change in count of promoter of the Company compared to
previous period/quarter shareholding pattern. 2. For PAN (AAZPD1247R & AEFPC2943H) of
Promoter Name is mismatch with Quarter ended September 30,2023 and Quarter ended
June 30, 2023, Please update the Correct Name / PAN of the Promoter and resubmit the
Revised XBRL for respective Quarter.

Management explanation:

The Company uploaded the revised XBRL on 02^nd November, 2023 on the BSE Portal with
requisite details of the promoters and further mentioning the reasons for the change in the count
of promoter of the Company for the quarter ended 30^th September, 2023.

viii. Aud itor''s Qua l ification:

It was observed that the public shareholding in the company is below the limit prescribed under
regulation 38 of LODR asper Shareholding pattern submitted by Company as on September 30,
2023. Kindly confirm the date of fall in the public shareholding and reason for the same.

Management explanation:

The Company had submitted its reply via email dated 20^th March, 2024 stating that the reasons
for the Minimum Public Shareholding under Regulation 38 of SEBI Listing Regulations 2015
submitted for the quarter ended 30^th September, 2023.

ix. Auditor''s Qualification:

1. There is change in category of following shareholder 2. There is change in PAN of shareholder
Bhagwati Madanlal Chandak, Shakuntala Ramesh Dargad in promoter category 3. Change in
Promoter Pledge Holding - Disclosure requirement under regulation SEBI (Substantial Acquisition
of Shares and Takeover) Regulations, 2011 4. There is a change in number of Promoters 5. The
entity is covered as promoter/promoter group in System Driven Disclosures (SDD) for Insider
Trading (as per SEBI circular dated September 09, 2020), however not appearing as
promoter/promoter group as per Table II of shareholding pattern (SHP) or vice-versa 6. The
entity is covered as promoter/promoter group in System Driven Disclosures (SDD) for Insider
Trading (as per SEBI circular dated September 09, 2020), however not appearing as
promoter/promoter group as per Table II of shareholding pattern (SHP) or vice-versa.

The Company in its clarification letter dated 22^nd December, 2023 stated the reasons for the
such discrepancies in shareholding pattern submitted for the quarter ended 30^th September,
2023.

x. Auditor''s Qualification:

Provisions pertaining to Board Composition (Regulation 17) 1.1) One third/Half of the board
is not Independent from July 01,2023 to August 13,2023 2. Change in category of Director
There is change in the category of the Director Mr. DEV VIJAY THAKKAR has changed from
Non-Non-Executive Director & Chairperson related to promoter (C, NED) in June 2023
Quarter to Non-Executive Director & Chairperson not related to promoter (C&NED).

Management explanation:

The Company in its clarification letter dated 06^th November, 2023 clarified that the composition
of the Board is in compliance with the Regulation 17 of SEBI Listing Regulations.

xi. Aud itor''s Qua l ification:

To revise the following - i. Mention correct PAN of Bhagwati Madanlal Chandak, Shakuntala
Ramesh Dargad, in promoter category. ii. Change in Promoter Pledge of Priyavrat P
Mandhana.

Management explanation:

The Company in its clarification letter dated 06^th March, 2024 stated the reasons for the such
discrepancies in shareholding pattern submitted for the quarter ended 30^th September, 2023.

xii. Aud itor''s Qua l ification:

This is with reference to the submission made by the company in Reg. 24A -Annual Secretarial
Compliance Report (ASCR) in XBRL mode, of SEBI (LODR) Regulations,2015. As per the
submission made by the company in ASCR Report of FY 22-23, the company had mentioned
that the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 are not applicable on the company. The company is advised
to provide the clarification and supporting documents for such non-applicability.

Management explanation:

The Company in its clarification letter dated 05^th February, 2024 stated that the Company had
inadvertently selected the ''NO'' instead on ''YES'' under the tab of applicability of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

22. RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

This risk framework thus helps in identifying, measure, mitigating business risks and threats,
managing market, credit and operations risks and quantifies exposure and potential impact at a
Company level. This framework seeks to create transparency, minimize adverse impact on the
business objective and enhance the Company''s competitive advantage.

However, post the year under, pursuant to the applicable provisions of the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 since the Company
does not fall under the criteria for constituting the Risk Management Committee, the Board of
Directors in their Board Meeting held on 12^th August, 2024 dissolved the Risk Management
Committee.

23. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees given and investments made during the FY, as required
under Section 186 of the Act and Listing Regulations are provided in Notes to the financial
statements of the Company for the FY ended 31^st March, 2024 and the said notes are selfÂ¬
explanatory in nature.

24. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and the Listing Regulations, as amended, the Company
has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and
monitoring of Related Party Transactions and the same can be accessed on the Company''s
website at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-
conduct-policies.php.

During the year under review, all contracts/arrangements / transactions entered by the Company
during the FY with related parties were in its ordinary course of business and on an arm''s length
basis. The Company has reported the material related transactions in Form No. AOC-2 made
during the year, as required in the provisions of Section 134(3) (h), Section 188 and other
applicable provisions, if any, of the Act read with the Rules made thereunder. The disclosures
of related party transaction in Form AOC-2 which is enclosed as Annexure - ''IV'' of this Report

25. ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the Annual Return of the Company in prescribed
Form MGT-7 as on 31^st March, 2024 is available on the website of the Company at
www.gbglobal.in and can be accessed at https://www.gbglobal.in.

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Rules, a statement showing the names and other particulars of employees drawing remuneration
in excess of the limits set out and statement showing the names of top 10 (ten) employees in
terms of remuneration drawn in the said Rules forms part of this report as Annexure - ''V''.
Further, the report and the annual accounts are being sent to the Members excluding the
aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for
inspection upon request by the Members. Any Member interested in obtaining such particulars
may write to the Company at [email protected].

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended forms part of this report as Annexure - ''V''.

We hereby report that the Company has not paid or provided managerial remuneration during
the year. The details of sitting fees paid during the financial year 2023-24 to Board of Directors
of the Company is provided in Annual Return, i.e., Form MGT-7 which is uploaded on website of
Company, i.e., at https://gbglobal.in and in Report on Corporate Governance.

27. SECRETARIAL STANDARDS:

During the FY 2023-24, the Company has devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.

28. PUBLIC DEPOSIT:

The Company does not accept and/or renew Fixed Deposits from the general public and
shareholders. There were no over dues on account of principal or interest on public deposits
including the unclaimed deposits at the end of FY 2023-24.

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

The information pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under Section 134 of the Act read with Rule 8 of the

Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 is annexed as Annexure
- ''VI'' and forms an integral part of this report.

30. MATERIAL CHANGES/DEVELOPMENTS DURING THE YEAR:

During the period under review, the following key changes have taken place:

1 Appeal filed with the Hon''ble NCLAT -

The Indian Bank (the member of the CoC) filed an appeal before the Hon''ble NCLAT against the
order of the Hon''ble NCLT, Mumbai. The Hon''ble NCLAT vide order dated 20^th September, 2021
passed an interim order of status quo on the implementation of the Approved Resolution Plan.
Thereafter, the Hon''ble NCLAT vide final order dated 06^th May, 2022 dismissed the said appeal
filed by the Indian Bank and the interim order of status quo on the implementation of the
Approved Resolution Plan stands cancelled.

The Indian Bank had filed a civil appeal in the Supreme Court against Charu Desai & ORS.
(Resolution Professional of the Company) for Stay Application on the status quo. Supreme Court
vide its order dated 16^th September, 2022 had directed the parties to maintain the status quo
until further hearing and adjudication of the said Civil Appeal. Indian Bank filed another appeal
on 11^th May, 2023 for further clarification/ direction. The said matter was heard and the Supreme
Court vide its order dated 09^th October, 2023 dismissed the appeal of clarification. Thus, the
status quo still persists and the final order on the said matter is still pending.

-I- Satisfaction of Charges -

Pursuant to the Approved Resolution Plan, the discharge date for the full and final payment of
FC Discharge Amount as committed by DLH was 06^th June, 2022 and on the same date, DLH
paid the FC Discharge Amount. In connection with the same, the Charges are satisfied by the
Company from whom the Company have received No Dues Certificate.

The Company is yet to receive No Dues Certificate from Indian Bank & Allahabad Bank.

i Reduction of existing paid-up share capital -

Pursuant to the Approved Resolution Plan, the recommencement of the existing paid-up equity
share capital of the Company from 33,14,295 to 33,143 equity shares of ?10 each has been
done by the Company as an effect of the implementation of the Approved Resolution Plan.

-I- Trading Application -

The Company had received in-principal approval from Bombay Stock Exchange (''BSE'') and
National Stock Exchange (''NSE'') dated 21^st December, 2022 and 22^nd December, 2022
respectively for the listing of the 33,143 equity shares of ?10 each. The Company have made
applications and is in process of seeking trading approval from BSE and NSE for the said equity
shares.

i Preferential Allotment of shares -

In terms of the Approved Resolution Plan, the Company has made applications to BSE and NSE
for obtaining the in-principal approval of listing/ trading of the 5,00,00,000 equity shares allotted
on preferential basis to the Subsequent Resolution Applicant i.e., Dev Land & Housing Private
Limited.

i Minimum Public Shareholding ("MPS"):

The Company have made applications to the stock exchanges for the trading of 33,143 equity
shares and obtaining the in-principal approval of listing/ trading of 5,00,00,000 equity shares.
The Company is awaiting the approvals from the stock exchanges regarding the same and the
delay in approvals is creating difficulties to the Company. Due to the same, the Company is not
in a position to bring an open offer to the public for meeting the MPS requirement under
Regulation 38 of SEBI Listing Regulations.

31. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of
the Company which have occurred between the end of the FY to which the financial statements
relate i.e., 31^st March, 2024 and the date of this Report expect as stated in the said Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:

During the year under review, no significant or material orders were passed by the Regulators
or Courts or Tribunals which impacted the going concern status and Company''s operations in
the future. However, Members'' attention is drawn to the Statement on Contingent Liabilities and
Commitments in the Notes forming part of the financial statements.

33. PROCEEDINGS UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no proceedings that were filed by the Company or
against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as
amended, before National Company Law Tribunal or other Courts.

34. Valuation:

During the year under review, there were no instances of onetime settlement with any Banks or
Financial Institutions.

35. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') as amended from time to
time, the shares pertaining to which dividend remains unclaimed/unpaid for a period of 7 (seven)
years from the date of transfer to the Unpaid Dividend Account is mandatorily required to be
transferred to the Investor Education and Protection Fund (''IEPF'') established by the Central
Government.

The Board complied with the applicable provisions of the Act and Rules related to IEPF. Any
person whose unclaimed dividend and shares pertaining thereto has been transferred to the
IEPF can claim their due amount from the IEPF Authority by making an electronic application in
e-Form IEPF-5. Upon submitting a duly completed form, shareholders are required to take a
print of the same and send physical copy duly signed along with requisite documents as specified
in the form to the Nodal Officer, at the Registered Office of the Company. The form can be
downloaded from the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

36. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:

The Company has in place a familiarization program for the Independent Directors to familiarize
them with their role, rights and Responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc. in compliance with the
requirements of the Listing Regulations

The said Policy is available on the website of the Company at www.gbglobal.in. The web link of
the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

37. ENVIRONMENT:

The Company is conscious of the importance of environmentally clean and safe operations. The
Company''s policy requires conduct of operations in such a manner so as to ensure safety of all
concerned and preservation of natural resources.

38. DEPOSITORY SYSTEMS:

The members of the Company are informed that the Company''s shares are compulsorily tradable
in electronic form. As on 31^st March, 2024, the Company does not have any shares in physical
form. 21,195 Equity Shares stand with the National Securities Depository Limited (''NSDL'')
Account and 11,948 Equity Shares stand with the Central Depository services (India) Limited
(''CDSL''). Your Company had appointed Link Intime India Private Limited as its Registrar and
Share Transfer Agent.

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

The Corporate Governance Report and Management Discussion & Analysis, is presented in a
separate section, forming part of the Annual Report together with the Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate Governance as
stipulated in Schedule V of Regulation 34(3) of the Listing Regulations.

40. CHANGE IN THE CORPORATE OFFICE OF THE COMPANY:

There is no change in the address of the corporate office of the Company during the year under
review.

41. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires preclearance 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. All Board of Directors and the designated employees have
confirmed compliance with the Code.

Therefore, the said code of conduct as approved by the Board of Directors is available on the
website of the Company at www.gbglobal.in and the web link of the same is
https://www.gbglobal.in/codes-of-conduct-policies.php.

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual
harassment and any act of sexual harassment invites serious disciplinary action.

The company has adopted a Policy on prevention of Sexual Harassment at the Workplace in line
with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ("POSH Act") and rules made thereunder. The said policy allows every
employee to freely report any such act and prompt action will be taken thereon and laid down
severe punishment for any such act.

The said policy as approved by the Board of Directors is available on the website of the Company
at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-
policies.php.

Further, the Board of your Company has complied with the provisions relating to the constitution
of Internal Complaints Committee ("ICC") under the POSH Act to redress complaints received
regarding sexual harassment.

Pursuant to section 21 of the POSH Act and the relevant rules made thereunder, the Company
has made physical submission of the Annual Report of the ICC for the year ended 31^st December,
2023.

43. OTHER DISCLOSURES:

1. During the period under review, no postal ballot was conducted by the Company.

2. During the period under review, no charge was created.

3. The Company had received a Summon from Directorate of Enforcement ("ED") under
section 37(1) and (3) of Foreign Exchange Management Act, 1999 ("FEMA") read with
Section 131(1) of the Income Act, 1961 and Section 30 of Code of Civil Procedure, 1908
issued by the Directorate of Enforcement / Ministry of Finance/ Government of India,
Mumbai dated 03^rd May, 2023. In view of the same, on 12^th May, 2023, the Company
made a physical submission of the documents mentioned in the summon to the Assistant
Director of ED.

4. The Company had received a Show Cause Notice from the Deputy Director General of
Foreign Trade dated 29^th May, 2023 under section 14 for taking action under section 11
of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign
Trade (Regulation) Rules 1993. In response to the same, the Company had submitted a
reply dated 03^rd July, 2023.

5. The Company had received a Show Cause Notice from the Deputy Director General of
Foreign Trade dated 05^th June, 2023 under section 14 for taking action under section 11
of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign
Trade (Regulation) Rules 1993. In response to the same, the Company had submitted a
reply dated 13^th June, 2023.

6. The Company had received notice dated 15^th June, 2023 and 21^st June, 2023 from MCA
for Non-Compliance of provisions of Section 148 of the Companies Act, 2013 relating to
Cost Auditor for the financial year 2018-2019 and 2017-2018 respectively. In furtherance
thereto, show cause notices dated 09^th December, 2022 and 14^th November, 2022 were
served upon the Company respectively. In response of the same the Company had
submitted a reply letter dated 11^th July, 2023 reiterating the relevance of the facts and
circumstances thereto.

7. The Company had received notice dated 31^st October, 2023 from MCA for inquiry under
provisions of Section 206 of the Companies Act, 2013 relating to submission of various

information and clarifications by the Company. In response of the same the Company
had submitted a reply letter dated 17^th November, 2023 along with the supporting
documents via courier to the designated statutory authority.

8. Post the year under review, the Company had received notice dated 12^th August, 2024
from MCA for inquiry under provisions of Section 206 of the Companies Act, 2013 relating
to submission of various information and clarifications by the Company. In response of
the same, the Board Members and the Key Managerial Personnels of the Company have
submitted their reply letters dated 14^th August, 2024 via courier and email to the
designated statutory authority.

44. CAUTIONARY STATEMENT:

Statements in this Directors'' Report and Management Discussion and Analysis describing the
Company''s objectives, projections, estimates, expectations or predictions may be "forwardÂ¬
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 difference to the Company''s operations include raw material availability and its
prices, cyclical demand and pricing in the Company''s principal markets, changes in Government
regulations, Tax regimes, economic developments within India and other ancillary factors.

45. ACKNOWLEDGEMENT:

The Company wishes to place on record their appreciation for the sincere services rendered by
employees of the Company at all levels. The Reconstituted Board acknowledges and thanks all
the employees, customers, suppliers, investors, lenders, regulatory and government authorities,
stock exchanges and other stakeholders and also the Monitoring Committee for their cooperation
and support and look forward to their continued support in future.

Sd/- Sd/-

Vijay Thakkar Dev Thakkar

Managing Director Chairman

DIN: 00189355 DIN: 07698270

DATE: 04^th September, 2024
PLACE: Mumbai

Mar 31, 2016

Dear Shareholders,

The Directors have the pleasure in presenting the 32nd Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS¹

(Rupees in Lac)

	2016	2015
Total Turnover	164,660.61	154,293.01
Other Income	702.79	656.17
Profit Before Interest, Depreciation and Taxation	24,964.08	23,367.30
Less: 1. Interest	11,729.21	9,701.26
2. Depreciation	4,013.60	3764.42
Profit Before Taxation	9,221.27	9,901.62
Less: Provision for Taxation
Current Tax	3.218.28	3,353.19
Deferred Tax	220.93	150.74
Net Profit for the Year	5,782.07	6,397.68
Less: Income Tax paid for earlier year	69.07	125.42
Profit after Taxation	5,713.00	6,272.26
Add: Balance of Profit from earlier years	33,952.16	29,341.58
Amount available for Appropriations	39,665.16	35,613.85
Add: Transfer from Debenture Redemption Reserve	475.00	100.00
Less: Dividend (Proposed)¹	662.48	662.48
Tax on distributed Profits²	134.88	134.89
Transitional provision for depreciation as per schedule II of the Companies Act, 2013 (Net of Deferred Tax Liability)	_-	164.32
Transfer to General Reserve	-	800.00
Balance carried forward	39,342.80	33,952.16

Note:

¹ The Hon''ble High Court of Judicature at Bombay had vide its order dated 29th March, 2016 effective from 1st April, 2016, approved the Scheme of Arrangement ("Scheme") between Mandhana Industries Limited ("MIL") and The Mandhana Retail Ventures Limited ("MRVL") and their respective Shareholders and Creditors, pursuant to which the Retail Business of MIL has been demerged and transferred into MRVL from the appointed date viz. 1st April, 2014. Consequent of the demerger, the financial figures of the discontinued Retail Business of MIL is not included for current as well as previous period.

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

During the year under review, the textiles and garments segment grew at a rate of 6.18% and 12.54% respectively, which resulted in your company achieving sales of Rs. 164,660.61 Lac, reflecting a growth of approximately 6.72% over the last fiscal. EBIDTA margin has marginally increased to 14.73% vis-a-vis 14.72%. The net profit for the year has decreased because of the increase in the interest expenses and longer working capital cycle, it has decreased from Rs. 6,272.26 Lac to Rs. 5,713.00 Lac. The margins for both the segments have become more competitive.

The management has taken several measures to ensure better management of working capital, monitoring of project performance on continuous basis and completion of projects as per schedule to avoid cost and time over run.

A detailed discussion of operations for the year ended 31st March, 2016 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2015-16

During the year under review, the Hon''ble High Court of judicature at Bombay had, vide its order dated 29th March, 2016 sanctioned the Scheme of Arrangement ("Scheme") between Mandhana Industries Limited ("MIL/ Company") and The Mandhana Retail Ventures Limited (formerly Mandhana Retail Ventures Limited) ("MRVL") and their respective shareholders and creditors under Section 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. Pursuant to the Scheme, the retail business of MIL has been demerged and transferred into MRVL with effect from the Appointed Date i.e. 1st April, 2014.

DIVIDEND

In view of supplication of proposed Strategic Debt Restructuring, the Board of the Directors has rescinded the dividend recommended for the financial year ended 31st March, 2016.

CORPORATE GOVERNANCE

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2015-16. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this annual report.

PUBLIC DEPOSIT

Your Company has not accepted any public deposits under Chapter V of Companies Act, 2013.

NON CONVERTIBLE DEBENTURES (NCDs)

An aggregate amount of Rs. 19,00,00,000/- (Rupees Nineteen Crore only) towards Secured Redeemable Non-Convertible Debentures (NCDs) issued by the Company, has been redeemed during the year 2015-16 in accordance with terms of the issue of the NCDs. The details of outstanding NCDs as on 31st March, 2016 are provided in annexure to Note No. 3 on Long Term Liabilities forming part of Financial Statements contained in the Annual Report.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders whose details are provided in the Corporate Governance Section of the Annual Report.

The applicable listing fees have been paid to the stock exchanges.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Manish B. Mandhana retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. The information as required to be disclosed under Regulation 36(3) of Listing Regulations, in case of reappointment of directors, is provided in the notice of the ensuing annual general meeting. The Board of Directors has recommended his reappointment for consideration of the shareholders.

Mr. Biharilal C. Mandhana has resigned as a Director of the Company with effect from 10th June, 2016 on account of his ailing health. The Company places on record the valuable contribution of Mr. Biharilal C. Mandhana during his extensive tenure as Director with the Company.

Mr. Ghyanendra Nath Bajpai, Mr. Khurshed M. Thanawalla, Mr. Dilip G. Karnik and Mr. Prashant Asher have resigned as the Directors of the Company with effect from 25th June, 2016, 7th September, 2016, 27th June, 2016 and 7th September, 2016 respectively. Mr. Khurshed M. Thanawalla resigned as a Director of the Company in view of his decision to reduce his work and his formal business commitments. Mr. Ghyanendra Nath Bajpai, Mr. Dilip G. Karnik and Mr. Prashant Asher has tendered their resignation on account of their pre-occupations and prior commitments. The Company places on record the valuable contribution made by all the aforesaid Directors during their tenure as Directors with the Company.

The Company is in the process of identifying suitable and experienced persons to be appointed for the office of the Independent Directors and is expected to finalize the persons to hold the said offices in the coming days.

For the year 2015-16, the Company has received declarations from all its erstwhile Independent Directors, confirming that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges and relevant provisions of the Listing Regulations.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 4 Board Meetings were convened and held, details of which are given in the Corporate Governance Report section.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www.mandhana.com/ investorRelation.php

AUDIT COMMITTEE

The Audit Committee for the Financial Year ended 31st March, 2016 comprised of five members viz. 4 Independent Directors and 1 Executive Director, given as under: *Mr. Ghyanendra Nath Bajpai, Mr. Khurshed M. Thanawalla, Mr. Dilip G. Karnik and Mr. Prashant K. Asher have ceased to be Directors and consequently as members of the Audit Committee with effect from 25th June, 2016, 7th September, 2016,27th June, 2016 & 7th September, 2016, respectively.

Further details on the Audit Committee are provided in the Corporate Governance Section.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination and Remuneration Policy are given under Annexure - ''D'' to this Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No loans, guarantees or Investments covered under sections 186 of the Companies Act, 2013, have been given or provided during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

MANAGERIAL REMUNERATION

Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director and Company Secretary during FY2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director /KMP and Designation	Remuneration of Director/ KMP for FY 2015-16 (In Rupees)	% increase in remuneration in FY 2015-16	Ratio of remuneration of each Whole Time Director to median remuneration of employees	Comparison of the remuneration of KMP against Company''s performance
1	Mr. Purushottam C. Mandhana -Chairman & Managing Director	2,43,99,600	0%	214.96	Profit after tax for FY 2015-16 is Rs. 5,782.07 Lac as against Rs. 6,397.68 Lac in FY 2014-15.
2	Mr. Biharilal C. Mandhana -Executive Director	73,83,600	0%	65.05
3	Mr. Manish B. Mandhana -Joint Managing Director	1,70,91,600	0%	150.58
4	Mrs. Sangeeta M. Mandhana-Non-Executive Director	50,000	N.A.	N.A.	N.A.
5	Mr. Ghyanendra Nath Bajpai-Independent Director*	4,75,000	N.A.	N.A.	N.A.
6	Mr. Khurshed M. Thanawalla -Independent Director*	5,00,000	N.A.	N.A.	N.A.
7	Mr. Dilip G. Karnik - Independent Director*	3,75,000	N.A.	N.A.	N.A.
8	Mr. Prashant K. Asher -Independent Director*	4,50,000	N.A.	N.A.	N.A.
9	Mr. Vinay Sampat - Vice President - Legal & Company Secretary	23,54,028	17.60%	N.A.	Profit after tax for FY 2015-16 is Rs. 5,782.07 Lacs as against Rs. 6,397.68 Lacs in FY 2014-15.

*Mr. Ghyanendra Nath Bajpai, Mr. Khurshed M. Thanawalla, Mr. Dilip G. Karnik and Mr. Prashant K. Asher has ceased to be Directors with effect from 25th June, 2016, 7th September, 2016, 27th June, 2016 & 7th September, 2016, respectively.

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company''s contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company for the financial year ended 31st March, 2016 was Rs. 1,13,508/-;

iii. In the financial year under review, there was an increase of 9.67% in the median remuneration of employees;

iv. There were 7,570 permanent employees on the rolls of the Company as on 31st March, 2016;

v. Average percentage decline in the salaries of employees other than the managerial personnel in the last financial year i.e. FY2015-16 was 1.37% as compared to FY 2014-15. No change has happened in the Managerial Remuneration as regards comparison of Managerial Remuneration over the said periods.

vi. I t is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. Vishal H. Shah & Associates, Chartered Accountants stepped down as the Statutory Auditors of the Company w.e.f. 8th September, 2016 on account of their pre-occupation. Subsequently, in accordance with Sec 139 of the Companies Act, 2013, the Board of Directors of the Company in its meeting held on 2nd December, 2016 has recommended M/s. KPND & Co., Chartered Accountants (FRN: 133861W), to act as Statutory Auditors of the Company for a period of 5 years to hold office until the conclusion of the 37th Annual General Meeting of the Company in calendar year 2021. In accordance with the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure. M/s. KPND & Co., Chartered Accountants, have confirmed that they are eligible to act as the Statutory Auditors.

With regard to the outstanding Tax liability, the payment got delayed in view of the tax implications involved in contemplation of demerger of Retail Business of the Company to MRVL. Since, the demerger of the retail Business of the Company was approved by the Hon''ble High Court of Judicature at Bombay vide its order dated 29th March, 2016, effective from 1st April, 2016, the said Income Tax Liability was to be segregated and paid based on the respective revised Income Tax Returns of both, the Demerged and Resulting Companies separately. With regard to delay in repayment of dues to the bank, as mentioned in the Auditor''s Report, we hereby state that the Bank of Baroda (lead Bank) has accorded its in-principle approval for supplication of Strategic Debt Restructuring (SDR) of the Company and majority of members bank have agreed to such invocation of SDR. The other statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

COST AUDIT REPORT

M/s. Babulal M. Parihar & Co., Cost Accountants have been duly appointed as Cost Auditors by the Board of Directors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending 31st March, 2017. They were also the Cost Auditor for the previous financial year ended 31st March, 2016. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year 31st March, 2016.

The Company has filed the Cost Audit Report for the year ended 31st March, 2016 with the Central Government within the prescribed time.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No.FCS-3137) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure - ''E'' and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Mr. Purushottam C. Mandhana, Chairman & Managing Director possesses extensive proficiency for financial and risk management operations garnered through his association with the Company from its inception and vast experience in the textile industry. He also heads the Finance Department of the Company and performing required duties and functions of a Chief Financial Officer. CORPORATE SOCIAL RESPONSIBILITY The Annual Report on Corporate Social Responsibility activities for FY 2015-16 is enclosed as Annexure - ''C''

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate Company as on 31st March, 2016.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

The Company had entered into global exclusive Brand License Agreement with "Being Human - The Salman Khan Foundation" on 23rd December, 2010 effective from 1st January, 2011 to use trademark & logo of "Being Human" for all clothes range/clothing lines. Post approval of the Scheme, the Company and The Salman Khan Foundation agreed to terminate the erstwhile Brand License Agreement vide Termination Agreement dated 24th August, 2016 and simultaneously MRVL has entered into global exclusive Trademark License Agreement on even date to design, manufacture, retail and distribute men''s wear, women''s wear and accessories under "Being Human" trademark.

In terms of the Scheme, MRVL were required to issue and allot to each of the eligible members of MIL whose name was recorded as beneficial owners in depositories at the close of working hours on 23rd September, 2016 ("Record Date") and as shareholders in the register of members of MIL as on that date in the ratio of 2 equity shares of MRVL for every 3 equity shares held by the equity shareholder in MIL. Accordingly, the Board of Directors of MRVL had on 27th September, 2016 allotted Equity Shares to those shareholders of MIL whose names appeared in the Register of Members as on the Record Date mentioned herein above.

Majority of the consortium of lenders from whom the Company has raised term loan/working capital have agreed to invoke Strategic Debt Restructuring on 26th October, 2016 considering 24th June, 2016 as a reference date subject to receiving in-principle approval from their respective sanctioning authorities.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that;

i) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iv) the Directors have prepared the annual financial statements on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - A forming part of this Report. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 are provided under Annexure - ''B'' to this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is provided under Annexure - ''F'' forming part of this Report.

OTHERS

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:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

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

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

PURUSHOTTAM C. MANDHANA

(Chairman and Managing Director)

Place : Mumbai

Dated: 2nd December, 2016

Mar 31, 2015

Dear Shareholders,

The Directors have the pleasure in presenting the 31st Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

2015 2014

Total Turnover 168,497.75 151,793.76

Other Income 748.31 (301.51)

Profit Before Interest, Depreciation and Taxation 27,813.10 23,737.24

Less: Interest 10,775.88 9,697.21

Depreciation 3,999.63 2,918.71

Profit Before Taxation 13,037.59 11,121.32

Less: Provision for Taxation

Current Tax 4,412.95 3,292.46

Deferred Tax 190.62 801.43

Net Profit for the Year 8,434.02 7,027.43

Less: Income Tax paid for earlier year 125.42 1,103.17

Profit after Taxation 8,308.60 5,924.26

Add: Balance of Profit from earlier years 31,549.84 27,450.65

Amount available for Appropriations 39,858.44 33,374.91

Add: Transfer from Debenture Redemption Reserve (Net of Deferred Tax Liability) 100.00 -

Less: Dividend (Proposed) 662.48 662.48

Tax on distributed Profits 134.89 112.59

Transitional provision for depreciation as per Schedule II of the Act 164.32 - (Net of Deferred tax)

Transfer to Debenture Redemption Reserve - 250.00

Transfer to General Reserve 800.00 800.00

Balance carried forward 38,196.76 31,549.84

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

During the year under review, the textiles and garments segment grew at a balanced rate of 9.94% and 10.79%, which resulted in your company achieving sales of Rs.168,497.75 lacs, reflecting a growth of approximately 11.00% over the last fiscal. EBIDTA margin increased to 16.06% vis-Ã -vis 15.84% due to sustained expansion of Brand "Being Human" in the product sales mix and therefore garment segment rising faster than textiles. The net profit for the year increased from Rs.7,027.43 lacs last year to Rs.8,434.02 lacs this year replicating steady growth of 4.63% from last year to 5.01% in the current year. The margins for both the segments have become more competitive.

The management has taken several measures to ensure better management of working capital, monitoring of project performance on continuous basis and completion of projects as per schedule to avoid cost and time over run.

A detailed discussion of operations for the year ended 31st March, 2015 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2014-15

With a view to unlock the valuation of the Company's Retail Operation segment, the Board of Directors of the Company at its meeting held on 22nd November, 2014 decided to demerge its retail business of brand 'Being Human'("the Retail Business") into a separate company viz. Mandhana Retail Ventures Limited ("MRVL"), to be listed post demerger, subject to sanction of the High Court of judicature at Bombay / National Company Law Tribunal and other statutory/regulatory authority(ies) as may be required. It has decided to transfer the Retail Business along with all its assets and liabilities into MRVL. It has been further decided to transfer all the properties, assets, liabilities etc. of the Retail Business at the value appearing in its books of accounts immediately before the demerger. Appointed Date of demerger has been proposed to be 1st April, 2014. The Company has filed draft Scheme of Arrangement/Demerger along with all the required documents with BSE Limited and National Stock Exchange of India Limited.

It is further proposed that shareholders of the Company shall receive 2 equity shares of MRVL for every 3 equity shares held in the Company in accordance with the valuations determined by the Valuation Expert.

DIVIDEND

The Company is pleased to report that the Board has recommended a final dividend of Rs.2/- per equity share of Rs.10/- each fully paid-up i.e. 20% for the financial year ended 31st March, 2015. The final dividend will absorb an amount of Rs.662.48 Lacs (excluding Dividend Distribution tax of Rs.134.89 Lacs).

CORPORATE GOVERNANCE

The Board believes and reaffirms its commitment to transparency and high level of corporate governance practices to discharge their stewardship responsibilities. A corporate Governance Report is annexed to Director's Report and Auditors'Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2014-15. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this annual report.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

NON CONVERTIBLE DEBENTURES (NCDs)

40 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each aggregating to Rs.4,00,00,000/- have been redeemed during the year in accordance with terms of the issue. The details of outstanding NCDs as on 31st March, 2015 are provided in annexure to Note No. 3 on Long Term Liabilities forming part of Financial Statements contained in the Annual Report.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders whose details are provided in the Corporate Governance Section of the Annual Report.

The applicable listing fees have been paid to the stock exchanges.

DIRECTORS

Mr. Sanjay Asher has resigned as a Director of the Company with effect from 30th September, 2014 in order to meet the requirements of limit on number of directorships laid under the provisions of the Companies Act, 2013 and amended Clause 49 of the Listing Agreements notified by Securities and Exchange Board of India vide its circular dated April 17, 2014. The Company places on record the valuable contribution of Mr. Sanjay Asher during his tenure as Director.

Pursuant to recommendation of the Nomination & Remuneration Committee, the Board of Directors vide circular resolution dated 3rd November, 2014 appointed Mr. Prashant Asher as Additional Director (Non-Executive and Independent Director) of the Company, who holds office up to the date of this Annual General Meeting, under the provisions of Article 151 of the Articles of Association of the Company and Sections 149, 150, 152 and 161 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under and Clause 49 of the Listing Agreements. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Companies Act, 2013, Mr. Purushottam C. Mandhana retires by rotation at this Annual General Meeting and is eligible for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of directors is provided in the notice of the ensuing annual general meeting. The Board of Directors has recommended his reappointment for consideration of the shareholders.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 5 Board Meetings were convened and held, details of which are given in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www. mandhana.com/investorrelations.html

AUDIT COMMITTEE

The Audit Committee comprises of five members viz. 4 Independent Directors and 1 Executive Director, given as under:

1. Mr. Khurshed M. Thanawalla - Chairman

2. Mr. Ghyanendra Nath Bajpai

3. Mr. Prashant K. Asher

4. Mr. Dilip G. Karnik

5. Mr. Purushottam C. Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Section of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination and Remuneration Policy are given under Annexure - 'D'to this Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No loans, guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis.

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Post October 1, 2014, prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

MANAGERIAL REMUNERATION

Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director and Company Secretary during FY2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director /KMP and Remuneration of % increase in No. Designation Director/ KMP for remuneration in FY 2014-15 FY 2014-15 (Rs.)

1 Purushottam C. Mandhana 2,43,99,600 0.17% - Chairman & Managing Director

2 Biharilal C. Mandhana 73,83,600 0.35% - Executive Director

3 Manish B. Mandhana 1,70,91,600 0.24% - Joint Managing Director

4 Ghyanendra Nath Bajpai 4,30,000 Note 1 - Independent Director

5 Sanjay K. Asher 80,000 Note 2 - Independent Director

6 Khurshed M. Thanawalla 4,30,000 Note 1 - Independent Director

7 Dilip G. Karnik 3,05,000 Note 1 - Independent Director

8 Sangeeta M. Mandhana 50,000 Note 3 - Non-Executive Director

9 Prashant K. Asher 3,25,000 Note 4 - Independent Director

10 Vinay Sampat 20,00,616 19.24% - Company Secretary

Name of Director Ratio of remuneration of Comparison of the each Whole-Time Director remuneration of KMP to median remuneration of against Company's employees performance

Purushottam C. Mandhana 235.74 Profit after tax for FY 2014-15 is Rs.8,434.02 Biharilal C.Mandhana 71.34 Lacs as against Rs.7,027.43 Lacs in FY 2013-14.

Manish B.Mandhana 165.14

Ghyanendra Nath Bajpai N.A. N.A.

Sanjya K.Asher N.A. N.A.

Khurshed M.Thanawalla N.A. N.A.

Dilip G.Karnik N.A. N.A.

Sangeeta M.Mandhana N.A. N.A.

Prashant K.Asher N.A. N.A.

Vinay Sampat N.A. Profit after tax for FY 2014-15 is Rs.8,434.02 Lacs as against Rs.7,027.43 Lacs in FY 2013-14.

Note 1: Pursuant to Section 197 of the Companies Act, 2013, a Company may pay sitting fees to Directors up to Rs.1 Lakh per meeting for each of the meetings of the Board and Committees thereof attended by them. At the Board Meeting held on 14th November, 2014, sitting fees payable to the Non-Executive Directors for attending Board and Audit Committee Meetings was increased to Rs.50,000/- eacRs. and Rs.25,000/- each for other Committee meetings attended as against Rs.20,000/- for Board Meetings and Rs.10,000/- for Committee Meetings fixed by the Board at its meeting held on 7th March, 2008. In view of this, the remuneration paid to the Independent Directors for FY2014- 15 is not comparable to the remuneration paid in FY2013-14.

Note 2: Mr. Sanjay K. Asher has ceased to be Director with effect from 30th September, 2014 and hence the remuneration paid to Mr. Sanjay K. Asher for FY2014-15 is not comparable to the remuneration paid in FY2013-14.

Note 3: Mrs. Sangeeta Mandhana appointed as Additional Director with effect from 5th August, 2014 and her appointment as Non-Executive Director was approved by the Members at the Annual General Meeting held on 18th September, 2014 and hence the remuneration paid to Mrs. Sangeeta Mandhana for FY2014-15 is not comparable to the remuneration paid in FY2013-14.

Note 4: Mr. Prashant K. Asher appointed as Additional Director with effect from 3rd November, 2014 and hence the remuneration paid to Mr. Prashant K. Asher for FY2014-15 is not comparable to the remuneration paid in FY2013-14.

Note 5: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company's contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY2014-15 was Rs.1,03,500/-;

iii. In the financial year under review, there was an increase of 10.58% in the median remuneration of employees;

iv. There were 5,175 permanent employees on the rolls of the Company as on 31st March, 2015;

v. Relationship between average increase in remuneration and Company's performance

The increase in median remuneration of employees was 10.58%. As regards Company's performance, its Profit after Tax (PAT) for the financial year 2014-15 was Rs.8,434.02 Lakh as against PAT of Rs.7,027.43 Lakh for the financial year 2013-14.

Remuneration to Employees is as per the HR Policy of the Company in force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises fixed pay, perquisites, retiral benefits and performance pay. Performance Pay, which is the variable component of remuneration and comprises a significant portion of total remuneration is, amongst other factors, linked to Company's performance.

vi. a) Variations in the market capitalisation of the Company The market capitalisation as on March 31, 2015 was Rs.87,844.62 Lakh (Rs.76,549.36 lakh as on March 31, 2014).

b) Price Earnings Ratio of the Company was Rs.10.57 as at March 31, 2015 and was Rs.12.92 as at March 31, 2014.

vii. Percent increase over/ decrease in the market quotations of the shares of the company as compared to the price at which the last public offer was made

The last offer of shares to the public was made in May, 2010, which was the Initial Public Offer of 83,00,000 equity shares of Rs.10/- each at a price of Rs.130/- per share. As against this, the average closing price of the Company's equity shares on the Stock Exchange for FY 2014-15 was Rs.248.85. which represents the increase of 91.42% over the IPO offer price.

viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY2014-15 was 14.86%. Average percentage increase in managerial personnel in the last financial year i.e. FY 2014-15 was 0.22%. Increase in the managerial remuneration is in accordance with the ordinary resolutions passed at the Annual General Meeting of the Company held on 19th September, 2013.

ix. Key parameters for the variable component of remuneration availed by Directors Not Applicable.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable

xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

STATUTORY AUDITORS AND AUDITORS REPORT

In accordance with Sec 139 of the Companies Act, 2013, M/s. Vishal H. Shah & Associates, Chartered Accountants, Firm Registration no. 116422W were re-appointed by the shareholders of the Company at the Annual General Meeting held on September 18, 2014, as Statutory Auditors for a period of 3 years to hold office until the conclusion of the 33rd Annual General Meeting of the Company in calendar year 2017. In accordance with the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure. M/s. Vishal H. Shah & Associates, Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors if ratified at this Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2015. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

COST AUDIT REPORT

The Cost Audit report for the year ended March 31, 2014 was due on September 30, 2014 and was filed by M/s. Joshi Apte and Associates, Cost Accountants, on 16th September, 2014.

The Companies (cost records and audit) Rules, 2014 were notified by the Ministry of Corporate Affairs (MCA) on 30th June, 2014. As per these rules the textile sector was out of purview of cost audit. However, the MCA amended the said rules by the Companies (Cost Records and Audit) Amendment Rules, 2014 notified on 31st December, 2014. As per amended rules the CETA Heading 5004 to 5007; 5106 to 5113; 5205 to 5212; 5303; 5310; 5401 to 5408; 5501 to 5516 for Textile Sector is covered under the scope of applicability of cost records and audit thereof effective 1st April 2015.

M/s. Babulal M. Parihar & Co., Cost Accountants, have been duly appointed as Cost Auditors by the Board of Directors of the Company at its meeting held on 13th August, 2015 for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending 31st March, 2016. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year 31st March, 2016.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No.FCS-3137) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure Â 'E'and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Mr. Purushottam C. Mandhana, Chairman & Managing Director possesses extensive proficiency in financial and risk management operations garnered through his association with the Company from its inception and vast experience in the textile industry. He also heads the Finance Department of the Company and performing required duties and functions of a Chief Financial Officer.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY 2014-15 is enclosed as Annexure Â 'C'.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate Company as on 31st March, 2015.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

No material changes and commitments have taken place which may have impact on the financial position of the Company after the Balance Sheet date i.e. 31st March, 2015 till the date of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that;

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

iv) the Directors have prepared the annual financial statements on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - A forming part of this Report.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3) (2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 are provided under Annexure Â 'B'to this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is provided under Annexure - 'F'forming part of this Report.

OTHERS

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:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

4. 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.

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

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai PURUSHOTTAM C. MANDHANA

Dated:13th August, 2015 (Chairman and Managing Director)

Mar 31, 2014

Dear Shareholders,

The Directors have the pleasure in presenting the 30th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) 2014 2013

Total Turnover 151,793.76 136,306.36

Other Income (301.51) (454.62)

Profit Before Interest, Depreciation and 23,737.24 19,299.23 Taxation

Less: 1. Interest 9,697.21 7,059.32

2. Depreciation 2,918.71 2,624.21

Profit Before Taxation 11,121.32 9,615.70

Less: Provision for Taxation Current Tax 3,292.46 2,423.05

Deferred Tax 801.43 638.76

Net Profit for the Year 7,027.43 6,553.90

Less: Income Tax paid for earlier year 1,103.17 20.08

Profit after Taxation 5,924.26 6,533.82

Add : Balance of Profit from earlier years 27,450.65 24,236.81

Amount available for Appropriations 33,374.91 30,770.63

Less: Dividend (Proposed) 662.48 662.48

Tax on distributed Profits 112.59 107.47

Transfer to Debenture Redemption Reserve 250.00 1,750.00

Transfer to General Reserve 800.00 800.00

Balance carried forward 31,549.84 27,450.67

The Companies Bill 2012 got its assent in the Lok Sabha on 18th December, 2012 and in the Rajya Sabha on 8th August, 2013 and after receiving the assent of the President of India on 29th August, 2013, it has now become the Companies Act, 2013 ("the Act") which replaced the Companies Act, 1956. However, this report pertains to financial year that commenced prior to 1 st April, 2014, the contents therein are governed by the

relevant provisions / schedules / rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4th April, 2014 issued by the Ministry of Corporate Affairs.

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

During the year under review, the textiles and garments segment grew at a balanced rate of 9.12% and 21.67%, which

resulted in your company achieving sales of Rs. 151,793.76 lacs, reflecting a growth of approximately 11.36% over the last fiscal. EBITDA margin increased to 15.83% vis-a-vis 14.49% due to sustained expansion of Brand "Being Human" in the product sales mix and therefore garment segment rising faster than textiles. The net profit for the year increased from Rs. 6,535.89 lacs last year, to Rs. 7,027.43 lacs this year. The slender increase of 4.63% in net profit was mainly attributable to various factors especially the income tax paid in this fiscal for the earlier years. Also, the rupee and the commodity price fluctuation alongwith interest rates have impacted the net profit. The margins for both the segments have become more competitive.

The management has taken several measures to ensure better management of working capital, monitoring of project performance on continuous basis and completion of projects as per schedule to avoid cost and time over run.

Highlights of performance and business overview are discussed in detail in Management Discussion and Analysis forms part of this Annual Report.

DIVIDEND

The Company is pleased to report that the Board has recommended a final dividend of 20% for the financial year ended 31st March, 2014. The final dividend will absorb an amount of Rs. 662.48 Lacs (excluding Dividend Distribution tax ofRs. 112.59 Lacs).

CORPORATE GOVERNANCE

The Board believes and reaffirms its commitment to transparency and high level of corporate governance practices to discharge their stewardship responsibilities. A corporate Governance Report is annexed to Directors'' Report and Auditors'' Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2013-14. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this annual report.

SEBI vide its Circular No.CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 has notified the revised Clause 49 of the Listing Agreement to be applicable with effect from 1st October, 2014. This Report therefore stands complied against the previous Clause 49 of the Listing Agreement.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

N0N CONVERTIBLE DEBENTURES (NCDS)

The Company has issued and allotted 100 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 10,00,00,000/-. The same are listed on the Wholesale Debt Market segment of BSE Limited (BSE) on 21st October, 2013.

The Company had issued and allotted 200 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 20,00,00,000/- and 500 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 50,00,00,000/- on a private placement basis on 15th March, 2013 and 28th March, 2013, respectively in the previous financial year. The same are listed on the Wholesale Debt Market segment of BSE Limited (BSE) on 3rd April, 2013 and 10th April, 2013, respectively.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders whose details are provided in the Corporate Governance Section of the Annual Report.

The applicable listing fees have been paid to the stock exchange.

DIRECTORS

Mr. Khurshed M. Thanawalla, Mr. Sanjay K. Asher, Mr. Ghyanendra Nath Bajpai and Mr. Dilip G. Karnik were appointed as Independent Directors of the Company under the provisions of the Companies Act, 1956 and were liable to retire by rotation.

However pursuant to section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. The Board already has half of its directors in the category of Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement. The Board therefore, in its meeting held on 5th August, 2014 appointed the existing Independent Directors under Clause 49 as ''Independent Directors'' pursuant to provisions of the said Act, subject to the approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

The Independent Directors have submitted the Declaration of Independence, as required under Section 149(6) of the Act, declaring that they meet the criteria of independence.

In view of the provisions of the Companies Act, 2013 (''Act''), Mr. Biharilal C. Mandhana has now become retiring director and retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of directors is provided in the notice of the ensuing annual general meeting.

In view of second proviso to Sub section 1 of Section 149 of Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the amended clause 49 of the Listing Agreements effective from 1st October, 2014, the Company has appointed Mrs. Sangeeta M. Mandhana as an additional Non - Executive Director on the Board of the Company at its meeting held on 5th August, 2014. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

STATUTORY AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Vishal H. Shah & Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

COST AUDIT REPORT

The Cost Audit report for the year ended 31 st March, 2013 was due on 30th September, 2013 and was filed by M/s. Joshi Apte and Associates, Cost Accountants, on 27th September, 2013.

M/s Joshi Apte and Associates, Cost Accountants had been appointed as Cost Auditor for the financial year ended 31st March, 2014. The Cost Audit Report and compliance report for the financial year ended 31st March, 2014 is expected to be filed within the prescribed time.

CORPORATE SOCIAL RESPONSIBILITY

Your Company welcomes the initiative taken by the Ministry of Corporate Affairs with an aim to embrace responsibility for the corporates actions and encourage a positive impact through its activities on the environment, consumers, communities including employees and all other members of the public sphere who may also be considered stakeholders.

Section 135 of the Companies Act, 2013 speaks of Corporate Social Responsibility (CSR) alongwith the Rules thereunder and revised Schedule VII were notified on 27th February, 2014 to come into effect from 1 st April, 2014. As the Company being covered under the provisions of the said Section, it has formed a Committee of Directors, titled "Corporate Social Responsibility Committee" at its Board Meeting held on 20th May, 2014.

Now the Committee has put in place a CSR Policy and the said Committee would be continuously monitoring the said Policy of the Company. However, the said Section being enacted with effect from 1st April 2014, necessary details as prescribed under the said Section shall be presented to the members in the annual report for the year 2014-15.

Even when the said provisions were not mandated by the Ministry of Corporate Affairs, your company demonstrated a sense of responsibility towards society and environment. The Company has made green thinking a part of its business agenda to reduce its carbon footprint, energy & water conservation, waste reduction and product innovation.

SUBSIDIARIES

The Company has no subsidiary as on 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

iv) The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed to this report and forms integral part of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2014, are annexed to this report.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Directors

Purushottam C. Mandhana (Chairman and Managing Director) Place: Mumbai Dated: 5th August, 2014

Mar 31, 2013

The Directors have the pleasure in presenting the 29th Annual Report and the Audited Accounts of the Company for the year ended 31st March'' 2013.

Financial Highlights

(Rs.in lacs)

2013 2012

Total Turnover 136''306.36 98''014.81

Other Income (454.62) 86.51

Proft Before Interest'' Depreciation and Taxation 19''299.23 18''555.34

Less: 1. Interest 7''059.32 5''904.12

2. Depreciation 2''624.21 2''333.49

Proft Before Taxation 9''615.70 10''317.73

Less: Provision for Taxation

Current Tax 2''423.05 2''087.39

Deferred Tax 638.76 873.75

Less: Income Tax paid for earlier year 20.08 46.48

Proft after Taxation 6''533.82 7''310.11

Add : Balance of Proft from earlier years 24''236.81 18''496.65

Amount available for Appropriations 30''770.63 25''806.76

Less: Dividend (Proposed) 662.48 662.48

Tax on distributed Profts 107.47 107.47

Transfer to Debenture Redemption Reserve 1''750.00

Transfer to General Reserve 800.00 800.00

Balance carried forward 27''450.67 24''236.81

Company Performance and Business Overview

During the year under review'' your company concentrated in setting up and operationalizing Brand "Being Human". The export and domestic market for textiles and garments grew at an evenhanded rate of 38.21% and 43.11%'' which resulted in your company achieving sales of Rs. 136''306.36 lacs'' refecting a growth of approximately 39.70% over the last fscal. EBITA increased marginally to Rs. 19''753.85 lacs vis-Ã -vis Rs. 18''155.35 lacs. The net proft of the Company declined from Rs. 7''310.11 lacs last year'' to Rs. 6''533.82 lacs this year'' mainly due to increase in yarn price'' negative foreign exchange income and higher operating costs due to launch of retail brand "Being Human".

Your Company foresees a worthy scope in the domestic and exports markets for its products and also expects to see a signifcant rise in its income from the retail operations for the next fscal. However'' frequent and wide fuctuations in the foreign currency and high interest rate regime continue to a challenge.

Your Company has commenced commercial production from its maiden garment unit facility in Tarapur'' Maharashtra with effect from 1st March'' 2013.

Highlights of performance and business overview are discussed in detail in Management Discussion and Analysis forms part of this Annual Report.

Dividend

The Company is pleased to report that the Board has recommended a fnal dividend of 20 % for the fnancial year ended 31st March'' 2013. The fnal dividend will absorb an amount of Rs. 662.48 lacs (excluding Dividend Distribution tax of Rs. 107.45 lacs).

Corporate Governance

The Board believes and reaffrms its commitment to transparency and high level of corporate governance practices'' to discharge their stewardship responsibilities.

A Corporate Governance Report is annexed to Director''s Report and Auditors Certifcate regarding compliance of the Corporate Governance is made part of Annual Report.

Public Deposit

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

Non Convertible Debentures (NCDs)

The Company has issued and allotted 200 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs. 1''000''000/- each aggregating to Rs. 200''000''000/- and 500 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs.1''000''000/- each aggregating to Rs.500''000''000/- on a private placement basis on 15th March'' 2013 and 28th March'' 2013'' respectively.

Further'' the NCDs allotted on 15th March'' 2013 aggregating to Rs. 200''000''000/- and NCDs allotted on 28th March'' 2013 aggregating to Rs. 500''000''000/-are listed on the Wholesale Debt Market segment of Bombay Stock Exchange Limited (BSE) on 3rd April'' 2013 and 10th April'' 2013'' respectively.

The applicable listing fees have been paid to the stock exchange.

Directors

Mr. Khurshed M. Thanawalla'' Director of the Company retires from the Board by rotation in accordance with the provisions of Companies Act'' 1956 and the Articles of Association of the Company and being eligible'' offers himself for re- appointment.

The particulars of the Director proposed to be re-appointed are given in the Corporate Governance Report as annexed to the Directors'' Report and forms part of Annual Report.

Auditors

M/s. Vishal H. Shah & Associates'' Chartered Accountants'' the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certifcate pursuant to Section 224(1) of the Companies Act'' 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

Pursuant to directions from the Department of Company affairs'' M/s Joshi Apte and Associates'' Cost Accountants have been appointed as Cost Auditors for the year 2012- 13. In terms of the Cost Audit Rules'' 2011'' the Cost Audit Report''is required to be fled within 180 days from the end of the fnancial year or as per date notifed by the Ministry of Corporate Affairs. M/s Joshi Apte and Associates'' Cost Accountants have also been appointed as Cost Auditors for the year 2013-14.

Directors'' Responsibility Statement

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

i) In the preparation of the accounts for the fnancial year ended 31st March'' 2013'' the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 fnancial year and of the proft of the Company for the year under review;

iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the accounts for the fnancial year ended 31st March'' 2013 on a ''going concern'' basis.

Particulars of Employees

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules'' 2002 is annexed to this report and forms integral part of this report.

Particulars of Energy Conservation'' Technology Absorption and Foreign Exchange and Outgo

Particulars with respect to conservation of energy'' technology absorption and foreign exchange earnings and outgo'' as per section 217(1) (e) of the Companies Act'' 1956'' read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 and forming part of the Directors'' Report for the year ended 31st March'' 2013'' are annexed to this report.

Corporate Social Objectives

Your Company sees Corporate Social Responsibility as an integral part of its activities. As a Corporate Citizen'' the Company is dedicated to a viable development that benefts the communities in interrelating during the course of business.

Your Company looks to continual improvement and sustainability in energy conservation'' reduction in pollution and waste generation and recycling of resources and cost savings.

Acknowledgement

The Directors take this opportunity to thank the Shareholders'' Financial Institutions'' Banks'' Customers'' Suppliers'' Regulators'' Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work'' dedication and commitment.

For and behalf of the Board of Directors

Purushottam C.mandhana

(Chairman and Managing Director)

Place : Mumbai

Dated: 6th August'' 2013

Mar 31, 2012

The Directors have the pleasure in presenting the 28th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2012 2011

Total Turnover 98,014.81 83,829.28

Other Income 86.51 516.19

Profit Before Interest, Depreciation and Taxation 18,468.83 14,738.31

Less : 1. Interest 5,904.12 3,386.90

2. Depreciation 2,333.49 1,927.72

Profit Before Taxation 10,317.73 9,939.88

(Rs.in lacs) 2012 2011

Less : Provision for Taxation

Current Tax 2,087.39 2,331.14

Deferred Tax 873.75 807.31

Less: Income Tax paid for earlier year 46.48 126.02

Profit after Taxation 7,310.11 6,675.41

Add : Balance of Profit from earlier years 18,496.65 13,193.74

Amount available for Appropriations 25,806.76 19,869.16

Less : Dividend (Proposed) 662.48 662.48

Tax on distributed Profits 107.47 110.03

Transfer to General Reserve 800.00 600.00

Balance carried forward 24,236.81 18,496.65

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

Financial year 2011-12 witnessed another year of high inflation and interest rate regime, decelerating growth along with slowdown in international market and investment climate affecting businesses environment resulting in moderated growth.

Your Company achieved a total turnover of Rs. 98,014.81 lacs for the year ended 31st March, 2012 as against Rs. 83,829.28 lacs in the previous year, with EBIDTA at Rs. 18,468.83 lacs against an EBIDTA of Rs. 14,738.31 in the previous year and has earned a net profit of Rs. 7,310.11 lacs versus Rs. 6,675.41 lacs in the previous year. This represents a growth of 16.92% in turnover, 25.31% in EBIDTA and 9.51% in terms of net profit.

Highlights of performance and business overview are discussed in detail in Management Discussion and Analysis forms part of this Annual Report.

dividend

Your Company had declared and paid an interim Dividend of 10% for the financial year ended 31st March, 2012 in February, 2012 absorbing an amount of Rs. 331.24 lacs (excluding Dividend Distribution tax of Rs. 53.74 lacs). The Company is pleased to report that the Board has recommended a final dividend of 10 % for the financial year ended 31st March, 2012. The final dividend will absorb an amount of Rs. 331.24 lacs (excluding Dividend Distribution tax of Rs. 53.74 lacs). The total dividend outflow for the year 31st March, 2012 aggregating Rs. 662.48 lacs (excluding Dividend Distribution tax of Rs. 107.48 lacs) represents 20 % of the Company's paid-up share capital.

CORPORATE GOVERNANCE

The Board reaffirms its commitment to the good corporate governance practices, which they see as fundamental to discharging their stewardship responsibilities. The Board strives to provide the right leadership, strategic oversight and focuses on its resources, strength and strategies to achieve and maintain sustainable growth and to create long-term value to all of the Company's Stakeholders.

A corporate Governance Report is annexed to Directors' Report and Auditors Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

PUBLIC DEPOSIT

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

DIRECTORS

Mr. Ernest Robin Cornelius, Director of the Company retires from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The particulars of the Director proposed to be re-appointed are given in the Corporate Governance Report as annexed to the Directors' Report and forms part of Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) In the preparation of the accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iv) The Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

particulars OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2011 is annexed to this report and forms integral part of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2012, are annexed to this report.

CORPORATE SOCIAL OBJECTIVES

Corporate social Responsibility continues to be an important factor in the activities of the Company, as Corporate Citizen. The Company is committed to a sustainable development and constantly making efforts to carry out initiative that benefits the communities interacting with us during the course of business.

AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Director

PURUSHOTTAM C.MANDHANA

(Chairman and Managing Director)

PLACE : MUMBAI

DATED : 6th August, 2012

Mar 31, 2011

To The Members

The Directors have the pleasure in presenting the 27th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

2011 2010

Total Turnover 83,829.28 62,579.10

Other Income 168.53 (1,675.09)

Profit Before Interest, Depreciation and Taxation 14,906.83 11,028.88

Less: 1. Interest 3,039.23 2,643.12

2. Depreciation 1,927.72 1,725.76

PROFIT BEFORE TAXATION 9,939.88 6,660.00

Less : Provision for Taxation

Current Tax 2,331.14 1,174.58

Deferred Tax 807.31 1,350.85

MAT Recievable - (212.64) Less: Income Tax paid for earlier year 126.02 7.13

PROFIT AFTER TAXATION 6,675.41 4,340.08

Add : Balance of Profit from earlier years 13,193.74 9,834.74

Amount available for Appropriations 19,869,16 14,174.82

Less: Dividend (Proposed) 662.48 496.67

Tax on distributed Profits 110.03 84.41

Transfer to General Reserve 600.00 400.00

BALANCE CARRIED FORWARD 18,496.65 13,193.74

OPERATIONS REVIEW

Despite of increase in competition and rise in yarn prices, your Company was able to improve its net margins. This was mainly due to effective control mechanism, installation of new machinery, expansion of existing divisions, innovations and improvement in productivity and product mix and other operational parameters.

Your Company achieved a total turnover of Rs. 83,829.28 Lacs for the year ended 31st March, 2011 as against Rs. 62,579.10 Lacs in the previous year. The Company has earned a net profit of Rs. 6,675.41 Lacs versus Rs. 4,340.08 Lacs in the previous year. This represents a growth of 33.96% in turnover and 53.81% in terms of net profit.

Despite of steady increase in cotton and yarn prices throughout the year, your Company has managed to maintain and achieve better sales and net margins. The Company has achieved sale ofRs. 68,627.62 Lacs in domestic market and export sale of Rs. 15,201.67 Lacs as compared to previous year where domestic market sale was Rs. 50,318.93 Lacs and export sale was Rs. 12,260.17 Lacs.

The Company is also venturing into retail segment and will be launching a clothing line of Brand "Being Human" in the forthcoming financial year.

BUSINESS OVERVIEW

A detailed business review is appended in the Management Discussion and Analysis Section of Annual Report

DIVIDEND

Your Directors are pleased to report that the Board has recommended a final dividend of Rs. 2,00 per equity share of Rs. 10/- each (i.e. 20%) for the financial year ended 31st March, 2011, The final dividend will absorb an amount ofRs. 662.47 Lacs (excluding Dividend Distribution tax of Rs. 110.03 Lacs).

SHARE CAPITAL

During the year under review, your Company successfully completed the Initial Public Offering of its securities. The issue comprised of 83,00,000 equity shares of Rs. 10/- each at a premium of Rs. 120/- per equity share. The issue was over-subscribed by approximately 6,33 times. The shares were listed on Bombay Stock Exchange Limited and National Stock Exchange Limited on 19th May, 2010.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices, which they see as fundamental to discharging their stewardship responsibilities. The Board strives to provide the right leadership, strategic oversight and control environment to produce and sustain the delivery of value to all of the Company's Shareholders. The Board applies integrity, principles of good governance and accountability throughout its activities and each Director brings independence of character and judgment to the role. All of the Members of the Board are individually and collectively aware of their responsibilities to the Company's Stakeholders and the Board keeps its performance and core governance principles under regular review.

The Company has adopted a Code of Conduct for Directors and Senior Management. All Directors have affirmed their adherence to the above Code. The Company has also adopted Code of Conduct for prevention of Insider Trading as required by SEBI (Prohibition of Insider Trading) Regulations, 1992. The full text of the Code of Conduct for Directors and Senior Management and Code of Conduct for prevention of Insider Trading is displayed on the Company's website.

A corporate Governance Report is annexed to Director's Report and Auditors Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis as required under provisions of Clause 49(1V) (f), which forms part of this report.

PUBLIC DEPOSIT

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

DIRECTORS

Mr. Sanjay Asher and Mr. Ghyanendra Nath Bajpai, Directors of the Company retire from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers themselves for re-appointment.

The particulars of the Directors' proposed to be re-appointed are given in the Corporate Governance Report in the Annual Report.

During the year Mr. Ajay Joshi, Non- Executive and Independent Director resigned from the Board due to personal reasons. Your Company places on record its appreciation for the guidance and advice on strategic decisions by the Board during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) 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) The Directors have selected such

accounting policies and applied them consistently and madejudgements 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) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed to this report and forms integral part of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2011, are annexed to this report.

CORPORATE SOCIAL OBJECTIVES

Corporate social Responsibility assumes an important role in the activities of the Company. Efforts to contain air and water pollution and health continue to be chosen endeavor. The Company focused on improving execution by strengthening the process of health, safety and environment (H.S.E) by internal audits and meetings. Safe work environment is established and being sustained through a united effort by all stakeholders concerned

AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Director PURUSHOTTAM C. MANDHANA (Chairman and Managing Director)

Place : Mumbai Dated: 9th August, 2011

Mar 31, 2010

The Directors have the pleasure in presenting the 26th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

It FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2010 2009

Total Income 60,993.40 46,000.64

Profit Before Interest, Depreciation and Taxation 11,057.71 8471.18

Less: 1. Interest 2,671.95 1757.14

2. Depreciation 1,725.76 1109.54

Profit Before Taxation 6,660.00 5,604.49

Less: Provision for Taxation

Current Tax 1,174.58 645.40

MAT Receivable (212.64) (15.05)

Deferred Tax 1,350.85 1,285.31

Fringe Benefit Tax - 33.78

Profit after Taxation 4,347.21 3,655.05

Less: Income Tax for earlier year 7.13 (1.37)

Add: Balance of Profit from earlier years 9,834.74 6919.81

Amount available for Appropriations 14,174.82 10,576.23

Less: Dividend (Interim & Proposed) 496.67 249.15

Tax on distributed Profits 84.41 42.34

Transfer to General Reserve 400.00 450.00

Balance carried forward 13,193.74 9,834.74

- OPERATIONS REVIEW

Your Company achieved a total turnover of Rs.60,993.40 Lacs for the year ended 31st March, 2010 as against Rs.46,000.64 Lacs in the previous year. The Company has earned a net profit of Rs.4,347.21 Lacs versus Rs.3,655.05 Lacs in the previous year. This represents a growth of 32.59% in turnover and 18.93% in terms of net profit

_ BUSINESS OVERVIEW

A detailed business review is appended in the Management Discussion and Analysis Section of Annual Report

_ DIVIDEND

Your Directors had declared and paid an interim Dividend of 10% for the financial year ended 31s1 March, 2010 in February, 2010 absorbing an amount of Rs.248.24 Lacs (excluding Dividend Distribution tax of Rs.42.19 Lacs). Your Directors are pleased to report that the Board has recommended a final dividend of 7.5% for the financial year ended 31st March, 2010. The final dividend will absorb an amount of Rs.248.43 Lacs (excluding Dividend Distribution tax of Rs.42.22 Lacs). The total dividend outflow for the year 31s1 March, 2010 aggregating Rs. 496.67 Lacs (excluding Dividend Distribution tax of Rs.84.41 Lacs) represents 15% of the Companys paid-up share capital.

_ SHARE CAPITAL

During the year under review:

a. 113,25,000 equity shares of Rs. 10 each were issued and allotted as Bonus shares in the ratio of 1:1 equity shares to the existing members of the Company.

b. 21,73,913 equity shares of Rs. 10/- each were issued and allotted to Axis Bank Limited, an Indian private Bank, at a price of Rs. 115/- per equity share inclusive of share premium of Rs. 105/- per equity share on preferential basis.

_ CORPORATE GOVERNANCE

In view of the Company being unlisted as on 31st March, 2010 i.e. end of the financial year 2009-10, the code of Corporate Governance as provided under Clause 49 of the Listing Agreement would not apply to the Company. However, your Company reaffirms its commitment to the good corporate governance practices. A corporate Governance Report is annexed to Directors Report and Auditors Certificate regarding compliance of the Corporate Governance is made part of Annual Report.

_ MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and Analysis as required under provisions of Clause 49(IV)(f) is enclosed herewith

_ PUBLIC DEPOSIT

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

_ DIRECTORS

Mr. Khurshed M. Thanawalla and Mr. Ajay Joshi, Directors of the Company retire from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers themselves for re-appointment.

The particulars of the Directors proposed to be re-appointed are given in the corporate governance report in the Annual Report.

- DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that; i) 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) The Directors have selected such accounting policies and applied them consistently and made judgements 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) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

5 PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed to this report and forms integral part of this report.

_ PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31s1 March, 2010, are annexed to this report.

_ CORPORATE SOCIAL OBJECTIVES

Corporate social Responsibility assumes an important role in the activities of the Company. Efforts to contain air and water pollution and health continue to be chosen endeavor.

_ AUDITORS

M/s. Vishal H. Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

_ ACKNOWLEDGEMENT

The Directors take this opportunity to thank the shareholders, Financial Institutions, Banks Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also wish to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and behalf of the Board of Director

PURUSHOTTAM C.MANDHANA

(Chairman and Managing Director)

Place: Mumbai

Dated: 13th August, 2010

Mar 31, 2009

The Directors have the pleasure in presenting the 25th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

2009 2008

Total Turnover 46,000.64 41,232.02

Profit Before Interest, Depreciation and Taxation 8,471.18 7,765.84

Less: Interest 1,757.14 1,451.94

Depreciation 1,109.54 907.32

Profit Before Taxation 5,604.49 5,406.59

Less : Provision for Taxation

Current Tax 630.35 1,351.21

Deferred Tax 1,285.31 493.35

Fringe Benefit Tax 33.78 31.64

Add : Last years provision written back 1.37 -

Profit after Taxation 3,656.42 3,530.38

Add : Balance of Profit from earlier years 6,919.81 4,080.92

Amount available for Appropriations 10,576.23 7,611.30

Less: Dividend (Interim & Proposed) 249.15 249.15

Tax on distributed Profits 42.34 42.34

Transfer to General Reserve 450.00 400.00

Balance carried forward 9,834.74 6,919.81

OPERATONS REVIEW

Your Company achieved a total turnover of Rs.46,000.64 Lacs for the year ended 31st March, 2009 as against 41,232.02 Lacs (restated) in the previous year. The Company has EBIDTA of Rs.8471.17 Lacs versus Rs.7765.85 Lacs in the previous year and earned a net profit of Rs.3,656.42 Lacs versus 3,530.38 Lacs in the previous year. This represents

a growth of 11.57% in turnover, 9.08% in terms of EBIDTA and 3.57% in terms of net profit. The overall financial performance is considered satisfactory considering the global economies faced serious downturn in the year, with most of the economies registering a negative GDP growth in percentage terms. The Textile and garment industry was one of the worst hit sectors of Indian economy, even though the Indian economy grew at a rate of 6.5% per annum. The impact of slowdown in the U.S. and Europe hit the industry hard. Despite these trying times, the Company managed a reasonable growth in terms of turnover and profit. The Companys ability to mitigate the impact of global recession is largely attributable to being in the premium segment textile and garment business, aggressive marketing policies, fully integrated production facilities resulting in competitive product cost structure in a continued manner.

DIVIDEND

Your Directors had declared and paid an interim Dividend of 15% for the financial year ended 31st March, 2009ÃÂ° in February, 2009 absorbing an amount of Rs.169.88 Lacs (excluding Dividend Distribution tax of Rs.28.87 Lacs). Your Directors are pleased to report that the Board has recommended a final dividend of 7% for the financial year ended 31st March, 2009. The final dividend will absorb an amount of Rs.79.27 Lacs (excluding Dividend Distribution tax of Rs. 13.47 Lacs). The total dividend outflow for the year 31st March, 2009 aggregating Rs.Rs.249.15 Lacs (excluding Dividend Distribution tax of Rs.42.34 Lacs) represents 22% of the Companys paid-up share capital.

AWARDS AND CERIFICATES

Your Company was the proud recipient of The International Trade Award for being "Outstanding Exporter of the year in Textile and Apparels" for 2008-09, presented by CNBCTV18.

The award received by your Company reflects achievement in terms of the growth in sales, especially export sales on a constant basis.

During the year, the Company was awarded certificates in respect of :

1. OE blended resp. OE100 standards for textiles of organic exchange and "global Organic Textile Standard" or "GOTS" standards for processing of fibres from certified organic agriculture from Control Union Certifications.

2. of Oeko-Tex mark, by Oeko-Tex Standard 100 for garments manufactured and accessories used by the Company meet the human-ecological requirements of standard presently established for products with direct skin contact and fulfills the requirements of existing European legislation regarding use of azo-dyes.

3. compliance of Fairtrade Standards for Seed Cotton by FLO -CERT, for its Weaving and Dyeing plants at Tarapur and its Garment Plant at Bangalore.

Your Company has "preferred supplier" status amongst the top niche domestic and international apparel brands due to its tough insistence on superior quality and stringent quality assurance criterions in the designing and manufacturing process of the final products

CORPORATE GOVERNANCE

Your Company, being an unlisted public limited company, does not attract provisions of Clause 49 of the Listing agreement. However it has been the endeavour of your Company to progressively implement good practices in corporate governance in letter and spirit. A corporate governance report is attached herewith and forms a part of this report.

PUBLIC DEPOSIT

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

MANAGEMENT DISCUSSION AND ANAYSIS REPORT

A report of the Management Discussion and Analysis is appended to this report.

DIRECTORS

Mr.Ghyanendra Nath Bajpai and Mr.Ernst Robin Cornelius, Directors of the Company retire from the Board by rotation in accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for re-appointment.

The particulars of the Directors proposed to be reappointed are given in the corporate governance report in the Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT:-

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

i) In the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied, them consistently and made judgements 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) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting.fraud and other irregularities;

iv) The Directors have prepared the accounts for the financial year ended 31st March, 2009 on agoing concernbasis.

PARTICULARS OF EMPLOYEES

A statement showing the particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules,2002 is annexed to this report and forms integralpart of this report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2009, are annexed to this report.

AUDITORS

M/s. Vishal H.Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate pursuant to Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and your Directors recommend the re-appointment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company believes in formulating adequate and effective internal control systems and implementing the same strictly to ensure that assets and interest of the Company are safeguarded and reliability of accounting date and accuracy are ensured with proper checks and balances. The internal control system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

The Company has engaged a competent firm of Chartered Accountants to conduct internal audit, examine and evaluate the adequacy and effectiveness of the Internal Control System at its plants at Bangalore. The internal audit ensures that the systems designed and implemented, provides adequate internal control commensurate with the size and operations of the Company.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and the corrective actions taken.

The Audit Committee of the Board of the Directors actively reviews the adequacy and effectiveness of internal controls systems and suggests improvements for strengthening them. The Company has a strong Management Information System which is an integral part of the control mechanism. The Company is in the process of implementing an ERP system across its locations in India

RISK MANAGEMENT

The Company is exposed to risks from fluctuations of foreign exchange, interest rates and commodity prices.

1. Foreign Exchange Risk

The, Companys policy is to systematically hedge its long term foreign exchange well as short term exposures risk considering prevalent conditions.

2. Interest rate risk

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigating strategy to minimise the interest costs.

3. Commodity Price Risk

The Company is exposed to the risk of price fluctuation on row materials as well as finished goods in all its products. The Company proactively manages these risks in inputs through, inventory management, proactive management and vendor development and relationships. The Companys strong reputation for quality, product differentiation, service the existence of a strong image and a strong merchandising network mitigates the impact of price risk on finished goods.

4. Risk Element in Business

Apart from the risk on account of interest rate, foreign exchange and regulatory changes, the businesses of the Company are exposed to certain operating business risk, which are managed by regular monitoring and corrective actions.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the possible. Ã .

PERSONNEL AND INDUSTRIAL RELATION

Your Company treats Human Resources as an valuable asset for the growth of the organization and keeping this in view, every effort is being made to retain and attract best talent in the industry to cater to the current and future needs of the Company. Various measures are taken by the management to enhance the capability and performance of the existing employees. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all levels.

ACKNOWLEDGEMENT

The Directors acknowledge and place on record their appreciation for the assistance and co-operation extended to the Company by the Central and State Government, Local Authorities, and Banks.

The Directors would also like to thank our investors, clients, and customers for their unwavering trust and support. Last but not. the least, the Board thanks the employees for their contribution and support in ensuring an all round performance.

For and behalf of the Board of Director.

PURUSHOTTAM C.MANDHANA (Chairman and Managing Director)

Place Mumbai

Dated : 24th July, 2009

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