Directors Report of Indus Fila Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 16th Annual Report on the business and operations of your Company together with Audited Statements of the Accounts for the financial year ended 31st March, 2015.

Corporate Overview

Indus Fila Limited is one of the most integrated companies in the industry, present across the value chain from fabric to garments. We have added capacities in every segment including yarn dyeing, weaving and processing.

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on prudent and reasonable basis so as to reflect in true and a fair manner the form and the substance of transactions and reasonably present your Company state of affairs, profit and cash flow for the year ended March 31, 2015.

Financial Performance

(Rs. in Lakhs)

PARTICULARS 2014 -15 2013 -14

TURNOVER (3745.17) (7736.11)

Profit/(Loss) before Interest, Depreciation & Tax (5106.80) (12332.20)

Less: Interest 4874.25 3670.09

Less : Depreciation 1349.48 664.10

Less : Tax (40.08) 1134.26

Net Profit/(Loss) after taxation (11290.45) (17800.65)

Your Company has suffered huge loss during the year due to sluggish Market, Lack of overseas demand and non availability of additional finance for working capital. As a consequence the company became a sick company and it is registered with board for Industrial and Financial Restructuring.

Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its wholly owned subsidiary is annexed to this Report.

The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary company will also be kept for inspection, by any member at the registered office of the Company and its Subsidiary Company.

Dividend

In view of Continuous losses, The board does not recommend dividend.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014, is included in this Report as set out in the Annexure to this report.

Number of Meeting of the Board

During the Financial Year 2014-15, 4 meetings of the Board were held, details of which are given in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has evaluated its performance taking into consideration of the various aspects of its functioning, composition of the Board and its Committees and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors through a meeting of Independent Directors.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Gerhald Bornemann retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

None of these Directors are disqualified from being re-appointed as Directors of your Company.

Fixed Deposit:

The Company has not accepted fixed deposits from the public and shareholders within the meaning of Section 73(1) of the Companies Act, 2013 and Rules made there under, during the year under review.

The Company has re-paid all outstanding deposits accepted before the commencement of the Companies Act, 2013, during the year under review.

Audit

The Company's Auditors, M/s Suri & Co., & Co., Chartered Accountants, were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of 15th Annual General Meeting held on 30th Sep , 2014 until the conclusion of the 18th Annual General Meeting to be held in the year 2018 subject to ratification of their appointment by the Members at every Annual General Meeting held after the Annual General Meeting held on 30th Sep, 2014..

As required under provisions of Section 139 of the Companies Act, 2013, the Company has received written consent from M/s Suri & Co., to their appointment and a Certificate to the effect that that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Members are requested to ratify the appointment of the Statutory Auditors as foresaid. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments and explanation.

Management Discussion & Analysis

The management discussion and analysis on the operations of your Company is set out in the Annexure to this report.

Directors' Responsibility Statement

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

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Company for the year ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

Particulars of Loans, Guarantees or Investments by Company:

During the year under review the Company has not given any loan, guarantee or made any investment covered under the provisions of Section 186 of the Companies Act, 2013.

Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members. The Policy is set out in the Annexure to this report.

Related Party Transactions:

During the year under review the Company has not entered into any contract or arrangement with related parties attracting the provisions of Section 186 of the Companies Act, 2013.

However during the current year the Company has entered into a transaction with a related party on arm's length basis and in the ordinary course of business thereby not attracting the provisions of Section 186 of the Companies Act, 2013. The details of related party transactions as per Accounting Standard are included in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval.

The policy on Related Party Transactions is approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy:

As per Companies Act, 2013 read with Clause 49 of the Listing Agreement, the Board of Directors of the Company have constituted Vigil Mechanism / Whistle Blower Policy and adopted a policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns in writing through an email or a letter to the Chairman of the Company or to the compliance officer or to the Chairman of the Audit Committee.

Risk Management

The Company has in place Risk Management Policy according to which the Board of Directors of the Company and the Audit Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Corporate Social Responsibility:

No disclosures on Corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company.

Particulars of Employees

None of the employees were in receipt of remuneration exceeding the amounts specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in set out in the Annexure to this report.

Corporate Governance

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed S Vishwanathan, Company Secretary the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as an Annexure and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Significant and Material Orders Passed by the Regulators or Court or Tribunals

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

Internal Control Systems and Their Adequacy

The Company has an adequate internal control system commensurate with its size and nature of its business.

Health, Safety and Environment:

The health and safety of the workforce is of paramount importance. The Company aims to provide a workplace that is free from any occupational hazards or illness.

During the year under review the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Acknowledgements

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank the customers, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and behalf of the Board of Directors

Nitin N. Mandhana Vice Chairman & Managing Director

Place: Bangalore Date: 14th August 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 15th Annual Report on the business and operations of your Company together with Audited Statements of the Accounts for the financial year ended 31st March,2014.

1. Corporate Overview

Indus Fila Limited is one of the most integrated companies in the industry, present across the value chain from fabric to garments. We have added capacities in every segment including yarn dyeing, weaving and processing.

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on prudent and reasonable basis so as to reflect in true and a fair manner the form and the substance of transactions and reasonably present your Company state of affairs, profit and cash flow for the year ended March 31,2014.

2. Financial Performance

(Rs. in Lakhs)

PARTICULARS 2013 -14 2012 -13

TURNOVER (7736.11) 34809.50

Profit/(Loss) before Interest, (12332.20) (9298.22) Depreciation & Tax

Less: Interest 3670.09 4957.40

Less : Depreciation 664.10 1126.84

Less : Tax 1134.26 498.07

Net Profit/(Loss) after taxation (17800.65) (13484.59)

Your Company's has suffered huge loss during the year due to sluggish Market, Lack of overseas demand and non availability of additional finance for working capital. As a consequence the company became a sick company and it is registered with Board for Industrial and Financial Restructuring.

3. Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its wholly owned subsidiary is annexed to this Report.

The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary company will also be kept for inspection, by any member at the registered office of the Company and its Subsidiary Company.

4. Dividend

In view of Continuous losses, the Board does not recommend dividend.

5. Directors

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Nitin N Mandhana retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr Shashikant Mandhana and Mr Prakash Mandhana have resigned from directorship, the Board places on record appreciation for the work done by both the directors for progress of the company.

Mr Rajkumar Aggarwal and Mr Sandeep Choudhry are appointed as independent director of the Company. Their appointment is placed before the Members in ensuing Annual General Meeting

None of these Directors are disqualified from being re-appointed as Directors of your Company.

6. Audit

M/s Suri & Co., Chartered Accountants, Bangalore, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and offer themselves for re-appointment as the Statutory Auditors of your Company pursuant to Section 139 of the Companies Act, 2013.

As required under the provisions of Section 141 of the Companies Act, 2013, the Company has obtained written confirmation from the Statutory Auditors that their appointment if made would be in conformity with the limits specified in the Section.

7. Management Discussion & Analysis

The management discussion and analysis on the operations of your Company is set out in the Annexure to this report.

8. Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the statements in terms of Sub-section 2AA of Section 217 of the Companies Act, 1956,

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the Company for the year ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

9. Particulars of Employees under Section 217 (2A)

None of the employees were in receipt of remuneration exceeding the amounts specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

10. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, viz., a Report on conservation of energy, technology absorption, foreign exchange earnings and outgo, is provided in Annexure I to this Report.

11. Corporate Governance

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

12. Acknowledgements

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank the customers, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and behalf of the Board of Directors

Nitin N. Mandhana Vice Chairman & Managing Director

Place: Bangalore Date: 14th August 2014

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Jun 30, 2013

The Directors are pleased to present their 14th Annual Report on the business and operations of your Company together with Audited Statements of the Accounts for the financial year ended 30th June , 2013.

1. Corporate Overview

Indus Fila Limited is one of the most integrated companies in the industry, present across the value chain from fabric to garments. We have added capacities in every segment including yarn dyeing, weaving and processing.

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on prudent and reasonable basis so as to reflect in true and a fair manner the form and the substance of transactions and reasonably present your Company state of affairs, profit and cash flow for the year ended June 30, 2013

2. Financial Performance

(Rs. in Lakhs) PARTICULARS 2012-13 2011-12

TURNOVER 34951.77 46608.73

Profit/(Loss) before Interest, Depreciation & Tax 6902.28 5233.78

Less: Interest 4957.40 3391.87

Less : Depreciation 126.83 971.45

Less : Tax 498.07 240.96

Net Profit/(Loss) after taxation (13484.581) 629.48

The Financial year under review consist of 15 months starting from April 1st 2012 to June 30th 2013

Your Company has been facing problem of low recovery and high cost of production coupled with recession in Global Market. Interest cost has gone up and accordingly the company suffered huge loss during the year under review.

Your Company recorded a total gross turnover of Rs.34951.77 lakhs for the period ending 30th June 2013, as compared to Rs.46608.73 lakhs for the period ending on 31st March 2012 while reporting a net loss of Rs. 13484.58 lakhs.

Your Company focuses on enhancing shareholder value and looks beyond immediate opportunities by building its businesses with long term relevance.

3. Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its wholly owned subsidiary is annexed to this Report.

The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary company will also be kept for inspection, by any member at the registered office of the Company and its Subsidiary Company.

4. Dividend

In view of the need to conserve resources and meet working capital requirements, the Board does not recommend dividend.

5. Directors

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Prakash G Mandhana and Mr. Gerhard Bornemann retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

None of these Directors are disqualified from being re-appointed as Directors of your Company.

6. Audit

M/s Suri & Co., Chartered Accountants, Bangalore, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and offer themselves for re-appointment as the Statutory Auditors of your Company pursuant to Section 224 of the Companies Act, 1956.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from the Statutory Auditors that their appointment if made would be in conformity with the limits specified in the Section.

7. Management Discussion & Analysis

The management discussion and analysis on the operations of your Company is set out in the Annexure to this report.

8. Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the statements in terms of Sub-section 2AA of Section 217 of the Companies Act, 1956,

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the Company for the year ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

9. Particulars of Employees under Section 217 (2A)

None of the employees were in receipt of remuneration exceeding the amounts specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1988.

10. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, viz., a Report on conservation of energy, technology absorption, foreign exchange earnings and outgo, is provided in Annexure I to this Report.

11. Corporate Governance

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBl.The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

12. Acknowledgements

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank the customers, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and behalf of the Board of Directors

IMitin N. Mandhana Balaji Bhat

Vice Chairman & Managing Director Director

Place: Bangalore

Date: July 26, 2013

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Mar 31, 2012

The Directors are pleased to present their 13th Annual Report on the business and operations of your Company together with Audited Statements of the Accounts for the financial year ended 31 st March, 2012.

1. Corporate Overview

Indus Fila Limited is one of the most integrated companies in the industry, present across the value chain from fabric to garments. We have added capacities in every segment including yarn dyeing, weaving and processing.

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on prudent and reasonable basis so as to reflect in true and a fair manner the form and the substance of transactions and reasonably present your Company state of affairs, profit and cash flow for the year ended March 31, 2012

2. Financial Performance

(Rs. in Lakhs)

PARTICULARS 2011-12 2010-11

Turnover 46608.73 43945.73

Profit/(Loss) before Interest, Depreciation & Tax 5233.78 3674.47

Less: Interest 3391.87 2327.40

Less : Depreciation 971.45 973.62

Less : Tax 240.96 161.13

Net Profit/(Loss) after taxation 629.48 212.32

Your Company's investments is putting in place a structure to deliver on the strategy and improve operational processes are witnessing good traction. The financial Year 2012 performance of your Company is particularly noteworthy when viewed in the backdrop of an extremely challenging business environment especially during the second half of the year which is the peak season for textiles and apparel.

Your Company recorded a total gross turnover of Rs46608.73 lakhs for the period ending 31 st March 2012, as compared to Rs. 43945.73 lakhs for the period ending on 31st March 2011 while reporting a net profit of Rs. 629.48 lakhs.

Your Company focuses on enhancing shareholder value and looks beyond immediate opportunities by building its businesses with long term relevance.

3. Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its wholly owned subsidiary is annexed to this Report.

The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary company will also be kept for inspection, by any member at the registered office of the Company and its Subsidiary Company.

4. Dividend

In view of the need to conserve resources and meet working capital requirements, the Board does not recommend dividend.

5. Directors

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Shashikant G Mandhana and Mr. V Balaji Bhat retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for rs-appointment.

None of these Directors are disqualified from being re-appointed as Directors of your Company.

6. Audit

M/s Suri & Co., Chartered Accountants, Bangalore, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and offer themselves for re-appointment as the Statutory Auditors of your Company pursuant to Section 224 of the Companies Act, 1956.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from the Statutory Auditors that their appointment if made would be in conformity with the limits specified in the Section.

7. Management Discussion & Analysis

The management discussion and analysis on the operations of your Company is set out in the Annexure to this report.

8. Directors'Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the statements in terms of Sub-section 2AA of Section 217 of the Companies Act, 1956,

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Company for the year ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

9. Particulars of Employees under Section 217 (2A)

None of the employees were in receipt of remuneration exceeding the amounts specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1988.

10. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, viz., a Report on conservation of energy, technology absorption, foreign exchange earnings and outgo, is provided in Annexure I to this Report.

11. Corporate Governance

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

12. Acknowledgements

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank the customers, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and behalf of the Board of Directors

Nitin N. Mandhana Shashikant G. Mandhana

Place : Bangalore Vice Chairman & Managing Director Executive Director

Date : May 30, 2012

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Mar 31, 2010

The Directors are pleased to present the 11th Annual Report on the business and operations of the Company together with Audited Results for the financial year ended 31 March, 2010.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

PARTICULARS 2009-2010 2008-2009

(12 months) (9 months)

TURNOVER 36400.10 3274011

Profit/(Loss) before Interest & Depreciation (76.96) 3220.98

Less: Interest 2375.74 2511.74

Less : Foreign exchange loss 1589.87 1110.08

Less : Depreciation 949.24 689.88

Net Profit/(Loss) after taxation (3583.14) (752.60)

Your Company recorded a total turnover of Rs. 36400.10 lacs for the 12 months period ending 31.3.2010 as compared to Rs. 32740.11 lacs for the 9 months period ending on 31.3.2009 during previous year.

Your Company confronted difficult market conditions during the financial year. Your Company reported loss during the current year on account of lower sales realization, increased cost of input, fuel, interest and finance charges etc of Rs 3583.14 lacs . The loss includes cost of currency hedging /fluctuations of Rs 1589.87 lacs. Your Company delivered good results even in difficult conditions. This is a result of its aggressive policy and successful efforts to increase production capacities which was supported by well managed logistics activities.

The Company has taken firm initiatives to strengthen its business model and save cost like consolidation of manufacturing facilities, restructuring of its debts under Corporate Debt Restructuring mechanism ,change in capex /expansion plan in line with critical need and using the IPO proceeds to meet the extended working capital cycle, change in product mix . With the economy recovery and the above measures the Directors of your Company are confident of better performance of your Company in future.

DIVIDEND

Since the Company has incurred loss, your directors recommend no dividend for the financial year 2009-10.

DIRECTORS

As on date, the Board comprises of five Directors namely, Mr. Gerhard Bornemann - Chairman and Non-Executive Director, Mr. Nitin N. Mandhana, Vice Chairman and Managing Director, Mr. Shashikant G. Mandhana, Whole Time Director, Mr. Prakash G. Mandhana, Whole Time Director and Mr. V. Balaji Bhat, Independent – Non Executive Director.

There were no changes in the Directors during the year.

RE - APPOINTMENT

Mr. Shashikant G. Mandhana and Mr. Balaji Bhat, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

None of these Directors are disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as Directors of your Company.

STATUTORY AUDITORS

The present statutory auditors, M/s Suri & Co., Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment as the Statutory Auditors of your Company pursuant to Section 224 of the Companies Act, 1956.

MERGER

Pursuant to the Order of the High Court of Karnataka dated. 06th February, 2010, Tulip Apparels Private limited has been amalgamated with your Company as per the Scheme of Merger approved by the Court. Accordingly,your Company shall issue and allot 3 equity shares of the face value of Rs.10/- each fully paid up for every 122 shares held by the shareholders of Tulip Apparels Private limited.

AUDITORS REPORT ON ACCOUNTS

The Auditors have made a specific observation in the Auditors Report. The Board of Directors of your Company have given appropriate explanation to the Auditors Observation in an Addendum set out as an Annexure to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The management discussion and analysis on the operations of your Company is set out in the Annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956, in the preparation of the annual accounts, it is hereby confirmed that:

(a) The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Company for the year ended on that date;

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

(d) The directors had prepared the annual accounts on a going concern basis;

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A)

Information as per Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1988 is forming part of the Annexure to this report.

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

Information pursuant to Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, viz., a Report on conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure attached hereto and forms part of this Report.

SUBSIDIARY COMPANIES

Report of the subsidiary as required under Section 212 of the Companies Act, 1956 shall be circulated latter as the audited accounts of subsidiary company Indus Garment India (Private ) Limited as at 31st March 2009 and March 2010 are under finalization .

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co – operation received from the financial institutions, banks, Government Authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

ADDENDUM TO THE DIRECTORS REPORT ( UNDER SECTION 217(3) OF THE COMPANIES ACT, 1956)

BOARDS REPLY TO COMMENTS IN AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2010

REFERENCE TO NOTE NO. C 8 OF THE AUDITORS REPORT

The non classification of creditors into Micro, Small and Medium enterprises.

BOARDS REPLY:

The company has no information as to whether a certain creditor is an SME or not. In the absence of such information, the company was not in a position to classify the dues to SME creditors separately. However, the Board of Directors have taken necessary steps to seek information from creditors as to their MSE status.

For and behalf of the Board of Directors

Nitin N. Mandhana

Vice Chairman & Managing Director

Place: Bangalore Shashikant G Mandhana

Date: June 25, 2010 Executive Director