Directors Report of Kamadgiri Fashion Ltd.

Mar 31, 2018

To

The Members,

The Directors are pleased to present the Thirty-First Annual Report on the business and operation of the Company together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2017-18	2016-17
Income from Operations	33,152.52	30,482.91
Other Income	148.39	45.64
Profit before tax	1,062.03	414.19
Less: Provision for current tax	417	220.00
Less: Net deferred tax liability	(6.28)	(87.35)
Profit after tax	651.31	281.54
Other Comprehensive Income	7.74	(16.25)
Earning per share of Rs. 10/- each
Basic (in Rs.)	11.10	4.80
Diluted (in Rs.)	11.10	4.80

COMPANY’S PERFORMANCE

Pursuant to the notification issued by the Ministry of Corporate Affairs on February 16, 2015 and under the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, the Company has adopted Indian Accounting Standards (Ind AS) on April 1, 2017, with the transition date as April 1, 2016.

The Financial Statements for the year under review and previous year have been prepared in accordance with the recognised and measurement principles stated therein. Considering the effect given in the financial statements of the previous years, as per the provisions of Ind AS 101 with respect to “First-time Adoption of Indian Accounting Standards”.

During the year under review, the Company has achieved a turnover of Rs. 33,152.52 Lakhs as compared to Rs. 30,482.91 Lakhs in the previous year. Accordingly, there was a top line growth of 8.76%. The Profit after tax for the financial year 2017-18 was Rs. 651.31 lakhs as compared to Rs. 281.54 lakhs during the previous year.

FUTURE PLANS

The Company would continue its focus in increasing efficiency through modernisation and adoption innovative management methods in every division of the Company. The Company’s finished fabrics division which supplies fabrics to readymade branded manufacturers is expected to perform better, considering the improved consumer sentiments.

The Company proposes to launch “RISQUE” - Men’s Casual Shirt Brand targeted for online market and distribution network. This would enable the Company to create better margin in same capacities. Also, the brand will be positioned to enter new areas and segments of fashion. The Company proposes to enter into Women’s Wear segment wherein it will use fabric manufacturing capacity of the Company to offer innovative fabrics for women’s garments and use these fabrics to create garment samplings eventually to create women’s wear brand in long run.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2/- (i.e. 20%) per equity share on the equity capital of the Company for the year under review. The said dividend shall be subject to the approval of the members at the ensuing annual general meeting.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial year under review.

RESERVES

During the year under review, the Company has not transferred any profit to general reserves.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), a separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 17(7) read with Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also enclosed along with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is as required under Regulation 34 read with Schedule V of the Listing regulations forms part of this Annual Report.

DISCLOSURE REQUIREMENTS

Details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the folllowing link http://kflindia.com/wp-content/uploads/2017/09/ PD-3.pdf.

Policy on dealing with related party transactions is available on the website of the Company at the following link http://kflindia.com/wp-content/uploads/2017/09/PD-1.pdf .

Policy for archival of documents of the Company is available on the website of the Company at the following link http://kflindia.com/ wp-content/uploads/2018/04/Archival-Policy.pdf .

Policy for determining Materiality of Events of the Company is available on the website of the Company at following the link http://kflindia.com/ wp-content/uploads/2018/05/WebsiteRegulation-305 2018-19 KFL.pdf.

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d) (iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy on Whistle Blower is available on the website of the Company at the following link http://kflindia.com/ wp-content/uploads/2017/09/PD-2.pdf .

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (Four) times during the financial year 2017-18. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) and Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the Independent Director being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Companies Act, 2013, Mr. Pradip Kumar Goenka retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Additional information on appointment/re-appointment of Directors as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice convening the ensuing Annual General Meeting.

During the year, Mr. Siddanth Singh ceased to be a Key Managerial Personnel of the Company with effect from December 5, 2017.

Subsequent to the year under review, Mr. Lalit Goenka ceased to be a Director of the Company with effect from May 26, 2018 and Mr. Gaurav K. Soni was appointed as Company Secretary (Key Managerial Personnel) with effect from May 26, 2018.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

During the year in review, the Audit Committee of the Company comprised of three Independent Directors viz., Mr. Sanjeev Maheshwari, Mr. Rahul Mehta and Ms. Bindu Shah. Mr. Sanjeev Maheshwari is the Chairman of the Audit Committee. There are no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Details of all the Committees of the Board of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) 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 March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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, 2018 and of the profit of the Company for that period;

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

iv. the Directors have prepared the annual accounts for the financial year ended March 31, 2018, 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 were operating effectively;

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

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

At the Annual General Meeting of the Company held on September 26, 2014, M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai was appointed as statutory auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting.

The Auditors’ Report does not contain any disqualification, reservation or adverse mark.

Secretarial Auditor

The Company has appointed M/s. H. S. Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2017-18 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor Report for the year ended March 31, 2018 is annexed to this report as Annexure A. There is no observation or comment which requires your attention.

Cost Auditor

As per the requirement of Central Government pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out Cost Audit of cost records relating to Textile products every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed Ms. Ketki D. Visariya, Cost Accountant, as Cost Auditor to audit the accounts of the Company for the financial year 2018-19 at a remuneration of Rs. 0.90 Lakh plus Goods and Service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking ratification of members’ for the payment of remuneration to Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Cost Audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ordinary course of business and on an arm’s length basis. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company.

Disclosure of transactions with related parties as required under the Indian Accounting Standard (IND AS-24) has been made in the notes forming part of the financial statements. 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 to your Company.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, not provided any Guarantee and not made any Investments which are covered under the provision of Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPORT INITIATIVE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given as Annexure C. The Company being focusing in Indian market, it has not taken any export initiative.

PARTICULARS OF REMUNERATION TO MANAGERIAL PERSONNEL

In terms of provisions of the Companies Act, 2013 and disclosure as required under rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed there under, the names and other particulars of employees are provided under Annexure D, which is annexed to this Report.

A statement containing the particulars as required under rule 5(2) and (3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 is not required to be given as per the Notification issued by Ministry of Corporate Affairs dated June 30, 2016.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee of the Board of Directors actively review the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the bankers, customers, employees at all levels and stakeholders for the continued support and patronage during the year under review.

By Order of the Board

For Kamadgiri Fashion Limited

Place: Mumbai Pradip Kumar Goenka

Date: May 26, 2018 Chairman & Managing Director

---

Mar 31, 2016

To

The Members,

The Directors are pleased to present the Twenty-Ninth Annual Report on the business and operation of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS (Rs.in Lakh)

Particulars	Financial Year 2015-16	Financial Year 2014-15
Turnover	30,058.05	25,966.75
Other Income	4.02	2.20
Profit before tax	320.20	356.26
Less: Provision for current tax	(164.78)	(107.59)
Less: Net deferred tax liability / (asset)	(34.72)	31.44
Profit for the year	190.14	217.23
Add: Balance brought forward	1,091.04	1,016.16
Profit available for appropriation	1,281.18	1,193.34
Appropriation:
Transferred to General Reserve	9.51	10.86
Proposed dividend	81.60	75.97
Tax on proposed dividend	16.61	15.47
Balance carried forward	1,173.46	1,091.04

OPERATIONS

During the year under review, the Company has achieved a turnover of Rs.30,058.05 lakh as compared to Rs.25,966.75 lakh in the previous year. Accordingly, there was a top line growth of 15.90%. The Profit after tax for the financial year 2015-16 was Rs.190.14 lakh as compared to Rs.217.23 lakh during the previous year. There was decline in the Profit after tax due to higher cost of production comprising of increased cost of labour cost, job charges, material cost and power tariffs.

The Company has been working on various measures to reduce cost and increase the efficiency.

FUTURE PLANS

The Company is identifying its core strength of weaving, manufacturing “value for money” fabrics/garments and marketing same through its distribution network as well as organized retail market. Further, the Company is also concentrating on brand manufacturing contract, which gives lesser margin but at the same time releases marketing pressure. The Company continues to innovate and improve upon its production process to increase its operational efficiency at optimum cost.

The Management is expecting these initiatives to result in better profitability in coming years.

ISSUE OF SECURITIES

During the year under review, the Company has issued and allotted 3,75,000 Equity shares of Rs.10/- each at a premium of Rs.52/- per share aggregating Rs.232.50 lakh and 4,29,505 Compulsorily Convertible Debentures (“CCDs”) of Rs.10/- each at a premium of Rs.52/- per CCD aggregating Rs.266.29 lakh convertible on 01st April, 2016.

Through these preferential issues of securities, the Company has raised Rs.498.79 lakh in aggregate from non-promoter group.

SHARE CAPITAL

During the year, paid up Equity share capital of the Company has been increased from Rs.506.49 lakh to Rs.543.89 lakh consequent to issue of 3,75,000 new shares on preferential basis.

On 01st April, 2016, paid up Equity share capital of the Company further increased to Rs.586.93 lakh on conversion of 429,505 CCDs.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.50/- (i.e. 15%) per equity share on the equity capital of the Company for the year under review. The said dividend shall be subject to the approval of the members at the ensuing annual general meeting.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial year under review.

RESERVES

During the year under review, the Company has transferred Rs.9.51 lakh to general reserves.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 17(7) read with Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also enclosed along with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is presented as a separate section forming part of this Annual Report.

DISCLOSURE REQUIREMENTS

The process of Familiarization program for Independent Directors is posted on website of the Company at the link http://kflindia.com/wp-content/ uploads/2015/08/KFL-ID-Familiarization.pdf.

Accordingly, the Company provides as part of Board Meeting insight on various business process through specific discussion on business review. As part of familiriasation program the Company has spent about two hours during the year in various Board Meetings on business review and update.

Policy on dealing with related party transactions is available on the website of the Company at the link http://kflindia.com/wp-content/uploads/2015/08/KFL-RPT-Policy.pdf

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Establishment of Vigil Mechanism is available on the website of the Company at the link http://kflindia.com/wp-content/uploads/2015/08/KFL-Vigil-Mechanism.pdf

NUMBER OF BOARD MEETINGS

The Board of Directors met 5 (Five) times during the financial year 2015-16. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) and Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the Independent Director being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Companies Act, 2013, Mr. Lalit Genka retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Siddhant Singh was appointed as Company Secretary with effect from 01st September, 2015.

Additional information on appointment/reappointment of Directors as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice convening the ensuing Annual General Meeting.

COMMITTEES OF THE BOARD OF DIRECTORS AUDIT COMMITTEE

During the year review, the Audit Committee of the Company comprised of three Independent Directors viz., Mr. Sanjeev Maheshwari, Mr. Rahul Mehta and Ms. Bindu Shah. Mr. Sanjeev Maheshwari is the Chairman of the Audit Committee. There are no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Details of all the Committees of the Board of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) 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, if any;

ii. 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 31st March, 2016 and of the profit of the Company for that period;

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

iv. the Directors have prepared the annual accounts for the financial year ended 31st March, 2016, 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 were operating effectively;

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

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

At the Annual General Meeting of the Company held on 26th September, 2014, M/s Haribhakti & Co. LLP, Chartered Accountants, Mumbai was appointed as statutory auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai, as statutory auditors of the Company, placed before for ratification by the shareholders.

The Auditors'' Report does not contain any disqualification, reservation or adverse mark.

Secretarial Auditor

The Company has appointed M/s. H. S. Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2015-16 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor Report for the year ended 31st March, 2016 is annexed to this report as Annexure A. There is no observation or comment which requires your attention.

Cost Auditor

As per the requirement of Central Government pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out Cost Audit of cost records relating to Textile products every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed Ms. Ketki D. Visariya, Cost Accountant, as Cost Auditor to audit the accounts of the Company for the financial year 2016-17 at a remuneration of Rs.90,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking ratification of members'' for the payment of remuneration to Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Cost Audit report for the financial year 2014-15 was filed with the Ministry of Corporate Affairs.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 (3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ordinary course of business and on an arm''s length basis.

There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company.

Disclosure of transactions with related parties as required under the Accounting Standard (AS-18) has been made in the notes forming part of the financial statements. 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 to your Company.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, not provided any Guarantee and not made any Investments which are covered under the provision of Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPORT INITIATIVE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given as Annexure C. The Company being focusing in Indian market, it has not taken any export initiative.

PARTICULARS OF EMPLOYEES

In terms of provisions of Companies Act, 2013 and disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed there under, the names and other particulars of employees are provided under Annexure D, which is annexed to this Report.

Addition to the above, a statement containing the particulars as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 is given as Annexure E.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee of the Board of Directors actively review the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the bankers, customers, employees at all levels and stakeholders for the continued support and patronage during the year under review.

By Order of the Board

For Kamadgiri Fashion Limited

Place: Mumbai Pradip Kumar Goenka

Date: 30th May, 2016 Chairman & Managing Director

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Mar 31, 2015

The Members,

The Directors are pleased to present the Twenty-eighth Annual Report along with the audited Financial Statements for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS ( Rs. in Lakh) PARTICULARS 2014-2015 2013-2014

Turnover 25,966.75 25,310.42

Other Income 2.20 9.37

Profit before tax 356.26 438.19

Less: Provision for current tax 107.59 119.00

Less: Net deferred tax liability 31.44 26.61

Profit for the year 217.23 292.58

Add: Balance brought forward 1016.16 827.09

Profit available for appropriation 1193.34 1119.67

Appropriation:

Transferred to General Reserve 10.85 14.63

Proposed dividend 75.97 75.97

Tax on proposed dividend 15.47 12.91

Balance carried forward 1091.04 1016.16

OPERATIONS

During the year under review, the Company has achieved marginally higher top line compared to previous year. The Company has achieved a turnover of Rs. 25,966.75 lakh during the year as compared to Rs. 25,310.42 lakh during the previous year. The Profit after tax for the financial year 2014-15 was Rs. 217.23 lakh as compared to Rs. 292.58 lakh during the previous year.

The measures took by the Company on cost, capacity utilisation and product innovation have started showing results. The Company believes that working on the said purpose would be continuous pursuit.

FUTURE PLANS

The Company plans to strengthen existing business operations by streamlining activities requiring more management thrust for showing improved performance, as per the plan envisaged by the Company. The Company continue its pursuit to reduced operational costs, better utilisation manufacturing facilities and product innovation. The management is expecting these initiatives to result in better profitability in coming years.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.50 (i.e.15%) per equity share on the equity capital of the Company for the year under review.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial year under review.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange is also enclosed along with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is presented as a separate section forming part of this Annual Report. DISCLOSURE REQUIREMENTS

Details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the link http://kflindia.com/wp-content/uploads/2015/08/KFL-ID-Familiarization.pdf

Policy on dealing with related party transactions is available on the website of the Company at the link http://kflindia.com/wp-content/uploads/2015/08/KFL-RPT-Policy.pdf.

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement. Policy on Whistle Blower is available on the website of the Company at the link http://kflindia.com/wp-content/uploads/2015/08/KFL-Vigil-Machanism.pdf

NUMBER OF BOARD MEETINGS

The Board of Directors met 5 (Five) times during the financial year 2014-15. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the independent directors was carried out by the entire Board except the independent directors being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors express their profound grief at the sad demise of Mr. Ashwani Bhatia, Independent Director on 6th June 2015 and place on record the deep sense appreciation for valuable contribution made by him.

During the year under review, Ms. Bindu Shah was appointed as an Additional Director (Independent) with effect from 21st March 2015. As per the provisions of section 161(1) of the Companies Act, 2013 ('the Act'), she holds office upto the date of the ensuing Annual General Meeting. A Notice under section 160(1) of the Act has been received from a Member signifying its intention to propose Ms. Bindu Shah as an Independent Director of the Company. The Board recommended her appointment as an Independent Director for a term of five years at the ensuing Annual General Meeting.

In terms of section 152 of the Act, Mr. Pradip Kumar Goenka retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment

The Company has received necessary declarations from all the Independent Directors under section 149(7) of the Act that they meet the criteria of independence laid down in section 149(6) of the Act and Clause 49 of the Listing Agreement.

The Board of Directors, subject to approval of members at the ensuing Annual General Meeting, have approved reappointment of Mr. Pradip Kumar Goenka as Chairman & Managing Director with effect from 26th August 2015 for a period of 3 years. The Board, subject to shareholders' approval, in order to comply with section 203(1) of the Act and to continue the dual position held by Mr. Pradip Kumar Goenka as Chairman & Managing Director and also to realign with the provisions of the Companies Act, 2013, the Company proposes to adopt a new set of Articles of Association as per Table 'F' of Schedule I of the Companies Act, 2013

Mr. Jagdish Prasad Dave, Finance Controller of the Company was appointed as Chief Financial Officer with effect from 12th November, 2014.

Additional information on appointment / reappointment of directors as required under clause 49 of the Listing Agreement is given in the Notice convening the ensuing Annual General Meeting.

COMMITTEES OF THE BOARD OF DIRECTORS AUDIT COMMITTEE

During the year review, the Audit Committee of the Company comprised of three Independent Directors viz., Mr. Sanjeev Maheshwari, Mr. Rahul Mehta and Mr. Ashwani Bhatia. Mr. Sanjeev Maheshwari is the Chairman of the Audit Committee. Ms. Bindu Shah, Independent Director has been appointed as a member of the Committee with effect from 11th August 2015 in place of Late Mr. Ashwani Bhatia. There are no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Details of all the Committees of the Board of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 134(5) 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 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 31st March 2015 and of the profit or loss of the Company for that period;

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

iv. the Directors have prepared the annual accounts for the financial year ended 31st March, 2015, 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 were operating effectively.

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

AUDITORS AND AUDITORS' REPORT Statutory Auditors

At the Annual General Meeting of the Company held on 26th September 2014, M/s Haribhakti & Co LLP, Chartered Accountants, Mumbai was appointed as statutory auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Haribhakti & Co LLP, Chartered Accountants, Mumbai, as statutory auditors of the Company, placed before for ratification by the shareholders.

The Auditors' Report does not contain any disqualification, reservation or adverse mark.

Secretarial Auditor

The Company has appointed M/s. H. S. Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2014-15 in terms of provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor Report for the year ended 31st March 2015 is annexed to this report as Annexure A.

With regards to the observation made by the Secretarial Auditor in his report, we state that though the Company could not appoint a company secretary during the year, on the date of signing of this report, the Company has appointed a company secretary with effect from 1st September 2015.

Cost Auditor

As per the requirement of Central Government pursuant to section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out Cost Audit of cost records relating to Textile products every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed Ms. Ketki D. Visariya, Cost Accountant, as Cost Auditor to audit the accounts of the Company for the financial year 2015-16 at a remuneration of Rs. 90,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking ratification of members' for the payment of remuneration to Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Cost Audit report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs.

EXTRACT OF ANNUAL RETURN

In terms of provisions of section 92 (3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and clause 49 of the Listing Agreement, were in the ordinary course of business and on an arm's length basis. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company.

Disclosure of transactions with related parties as required under the Accounting Standard (AS-18) has been made in the notes forming part of the financial statements. Particulars of contract or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure C, which forms part of this Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any Loans, not provided any Guarantee and not made any Investments which are covered under the provision of section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPORT INITIATIVE

Information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given as Annexure D, Form "A" & "B" is attached and form part of this report. The Company being focusing in Indian market, it has not taken any export initiative.

PARTICULARS OF EMPLOYEES

In terms of provisions of Companies Act, 2013 and disclosure as required under rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed there under, the names and other particulars of employees are provided under Annexure E, which is annexed to this Report.

Addition to the above, a statement containing the particulars as required under rule 5(2) and (3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 is given as Annexure F

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the bankers, customers, employees at all levels and stakeholders for the continued support and patronage during the year under review.

By Order of the Board For Kamadgiri Fashion Limited

Place: Mumbai Pradip Kumar Goenka Date: 11th August 2015 Chairman & Managing Director

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Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting Twenty-seventh Annual Report along with the audited Balance Sheet and Statement of Profit and Loss for the year ended 31 st March 2014.

FINANCIAL HIGHLIGHTS

$ In lacs PARTICULARS 2013-2014 2012-2013

Turnover 25,310.42 20,217.68

Other Income 9.37 20.01

Profit Before Tax 438.19 151.83

Less: Current Tax 119.00 30.40

Less: Defferred Tax 26.61 60.30

Less: MAT Credit Entitlement - (30.40)

Profit for the Year 292.58 91.53

Add: Balance Brought Forward 827.09 765.18

Profit Available for Appropriation 1,119.67 856.71

Appropriation - -

Transferred to General Reserve 14.63 -

Proposed Dividend 75.97 25.32

Tax on Proposed Dividend 12.91 4.30

Balance Carried Forward 1,016.16 827.09

OPERATIONS

During the year under review, the turnover of and profit from the business grew in-spite of challenging business environment. The Company achieved turnover of $ 25,310.42 lacs during the financial year under review as compared to $ 20,217.68 lacs during the previous financial year. The Profit after tax for the financial year 2013-14 was $ 292.58 lacs as compared to $ 91.53 lacs during the previous financial year. The Company could achieve better profitability due to optimising its operations and changing manufacturing product mix. Your Company has been putting in all efforts to control costs, ensure optimum utilisation of available manufacturing facilities and investing on product innovations to provide value added products and thereby increasing contribution to profitability.

FUTURE PLANS

The Company plans to further consolidate its existing business and continue to its efforts to reduce operational costs, improve utilisation ratio of manufacturing facilities and continue to work on product innovations. The Company expects the continued focus on aforesaid measures which would help the Company to improve its profitability by creating niche market for its products. Further, the Company proposes to optimise the available manufacturing facilities by adding few more equipments which would increase the production capacity.

DIVIDEND

Your Directors are pleased to recommend a dividend of $1.50 per equity share (i.e. 15%) on the equity capital of the Company for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is presented as a separate section forming part of this Annual Report. CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate of Auditors'' of your Company regarding compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange is also enclosed along with the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

Particulars as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the Annexure A to this Report.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Pradip Kumar Goenka, Mr. Anil Biyani and Mr. Lalit Goenka, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

In line with the provisions of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Ashwani Bhatia, Mr. Rahul Mehta and Mr. Sanjeev Maheshwari are being appointed as Independent Directors for a term of five years from the date of the ensuing Annual General Meeting. Necessary resolutions and requisite details have been included in Notice of Annual General Meeting.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Mumbai holds office as Statutory Auditors upto the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Shareholders are requested to appoint them as Statutory Auditors to hold office upto the conclusion of the 32nd Annual General Meeting and to fix their remuneration.

COST AUDIT

The Company has been maintaining cost accounting records for textile products. Ms. Ketki D. Visariya, Cost Accountant, has been appointed as a cost auditor for the financial year 2014-15. The Cost Audit Report for the financial year 2013-14 has been filed with the Ministry of Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the selected accounting policies were applied consistently and the Directors 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 31st March 2014 and that of the profit of the Company for the year ended on that date;

iii. the proper and sufficient care have been taken 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;

iv. the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPORT INITIATIVE

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Form "A" & "B" which forms part of this report. Since the Company is focusing in Indian market, it has not taken any export initiative.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the bankers, customers, employees at all levels and stakeholders for the continued support and patronage during the year under review.

By Order of the Board For Kamadgiri Fashion Limited

Place: Mumbai Pradip Kumar Goenka Date : 28th May 2014 Chairman & Managing Director

Registered Office: 28, Y. A. Chunawala Industrial Estate Kondivita Lane, Andheri (East) Mumbai - 400059

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Mar 31, 2013

To The Members,

The Directors have great pleasure in presenting Twenty-sixth Annual Report along with the audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

( in Lacs)

2012-13 2011-12

Turnover 20217.68 20523.01

Other Income 29.39 15.00

Profit before tax 151.83 275.08

Less: Provision for current tax 30.40 54.92

Less: Net deferred tax liability 60.30 52.06

Profit for the year 91.53 168.10

Add: Balance brought forward 765.18 626.51

Profit available for appropriation 856.71 794.61

Appropriation:

Proposed dividend 25.32 25.32

Tax on proposed dividend 4.30 4.11

Balance carried forward 827.09 765.18

OPERATIONS

Year 2012-13 was another challenging year for the Company. During the year under review, the Company was able to maintain the top line almost at the same level as of the previous year despite challenging business environment and weak consumer sentiment. However, the Company could not maintain bottom line due to overall increase in operational costs including interest, personnel, power and fuel costs. The Company has achieved a turnover of Rs. 20217.68 lacs during the year as compared to Rs. 20523.01 lacs during the previous year. The profit after tax for the financial year 2012-13 was Rs. 91.53 lacs as compared to Rs. 168.10 lacs during the previous year. The various measures taken for controlling the costs and improving the productivity have started giving returns. As these measures are continuous process, the Company would continue its effort to increase the productivity, control the costs and investing on product innovations, to reap benefits in terms of increase profitability in years to come.

FUTURE PLANS

During the year, the Company plans to further strengthen its presence in branded fabrics, mainly linen, polyester, viscose and polyester cotton blends. In weaving division, the Company intends to gradually replace old machines with the technologically advanced machines to enhance the productivity.

The Company also plans to launch ''Lombard'' brand of premium fabrics and accessories range. The Company has entered into brand licensing agreement with Future Brands Limited, the brand owners of ''Lombard''. The Company believes that this business has a potential to grow in the long run.

The Company has, in principle, decided to dispose of its jeans stitching and washing facility situated at Plot no. B7/3, MIDC, Tarapur, Thane District, Maharashtra, as the same is not a major contributor to the top line and is reducing overall profitability being a negative contributor. Sale of these facilities would free up the working capital to some extent and would also help to improve the operational efficiency and bottom line of the Company.

The Company plans to consolidate its business and continue its effort to control costs, better utilization of manufacturing facilities and investing on product innovations. The Company expects the continued focus on said measures, would help the Company to improve its bottom line as well as top line. In view of these efforts, the proposed Rights Issue of shares of the Company has also been called off.

Future Group continues to be associated with the Company for strategic and marketing initiatives. This association helps the Company to counter the competition and assures ready market for quality products of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.50 per equity share (i.e. 5%) on the equity capital of the Company for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is presented as a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate of Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange is also enclosed along with the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

Particulars as required to be disclosed under section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the Annexure A to this Report.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Biyani and Mr. Ashwani Bhatia, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The details as required by clause 49 of the Listing Agreement, is given as part of the general meeting notice.

Mr. Lalit Kumar Goenka, Whole time Director has ceased to be a Whole time Director after the close of business hour on 25th August 2012 and he continues as a Non-Executive Director.

Mr. Madhusudan Singrodia has resigned as Director of the Company w.e.f. 29th May, 2013 due to pre-occupation. Board places on record sincere appreciation for the contribution made by him during his tenure as Director of the Company.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Mumbai holds office as Statutory Auditors up to the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. They have issued a certificate to the effect that their appointment, if made, at the ensuing Annual General Meeting shall be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Shareholders are requested to appoint them as Statutory Auditors to hold office up to the conclusion of the next Annual General Meeting and to fix their remuneration.

COST AUDIT

Your Company is following the order issued under the section 209(1)(d) of the Companies Act, 1956 as amended in respect of manufacture of textiles. The Company has been maintaining cost accounting records as required in the above referred provision of the Companies Act, 1956 as amended. Ms. Ketki D. Visariya, Cost Accountant, has been appointed as a cost auditor for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the selected accounting policies were applied consistently and the Directors 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 31st March 2013 and that of the profit of the Company for the year ended on that date;

iii. the proper and sufficient care have been taken 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;

iv. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the bankers, customers, employees at all levels and stakeholders for the continued support and patronage during the year under review.

By Order of the Board

For Kamadgiri Fashion Limited

Place: Mumbai Pradip Kumar Goenka

Date: 30th May 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have great pleasure in presenting Twenty-fifth Annual Report along with the audited Balance Sheet and Profit and Loss Account, for the year ended 31 st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs )



Turnover 20395.43 14551.75

Other Income 142.58 58.36

Profit before tax 275.08 478.22

Less: Provision for current tax 54.92 139.55

Less: Net deferred tax liability 52.06 15.54

Profit for the year 168.10 323.13

Add: Balance brought forward 626.51 407.83

Profit available for appropriation 794.61 73D.96

Appropriation:

Transferred to General Reserve - 16.16

Proposed dividend 25.32 75.97

Tax on proposed dividend 4.11 12.32

Balance carried forward 765.18 626.51

OPERATIONS

During the year under review, despite challenging business environment, the Company could grow its top line reasonably well. The Company has achieved a turnover of Rs.120395.43 lacs during the year as compared to Rs. 14551.75 lacs during the previous year. The Profit after tax for the financial year 2011-12 was Rs. 168.10 lacs as compared to Rs. 323.13 lacs during the previous year. There was a pressure on bottom line due to overall increase in operational expenses. Your Company has been working hard to control costs, better utilization of available manufacturing facilities and investing on product innovations. The Company expects the continued focus on said measures, would help the Company to improve its bottom line as well as top line in coming days.

FUTURE PLANS

The Company plans to strengthen its presence in branded fabrics, mainly in linen, polyester viscose and polyester cotton blends. The Company also plans to consolidate its existing business and continue its efforts to control costs, better utilization of manufacturing facilities and investing on product innovations. The Company expects the continued focus on said measures, would help the Company to improve its bottom line as well as top line in coming days.

The Company had received approval from SEBI for its draft letter of offer of the proposed Rights Issue to shareholders. However, looking at the present market scenario, the Rights Issue is kept on hold.

Future Group continues to be associated for strategic and marketing initiatives. This helps the Company to counter competitors and assures ready market for its quality products.

DIVIDEND

Your Directors are pleased to recommend a dividend ofRs. 0.50 per equity share (i.e. 5%) on the equity capital of the Company for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is presented as a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT '

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate of Auditors' of your Company regarding compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange is also enclosed along with the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

Particulars as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the Annexure At this Report.

PUBLIC DEFOSIT

The Company has not accepted any deposit from the public during the financial year under review.

DIRF.CTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rahul Mehta and 'Mr. Sanjeev Maheshwari, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The details as required by clause 49 of the Listing Agreement, are given as part of the general meeting notice.

The Board of Directors, subject to approval of members, have approved reappointment of Mr. Pradip Kumar Goenka as Chairman and Managing Director w.e.f. 26th August 2012 for a period of 3 years.

Mr. Lalit Kumar Goenka, Whole time Director has decided not to seek reappointment after end of his present tenure on 25th August 2012 and accordingly, he shall relinquish his office after the closure of business hour of 25th August 2012. Board of Directors places on record sincere appreciation for the services rendered by him.

Mr. Anil Biyani was appointed as an Additional Director of the Company w.e.f. 29th May, 2012. He holds office till the date of the ensuing Annual General Meeting. The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Anil Biyani for the office of Director.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Mumbai holds office as Statutory Auditors up to the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. They have issued a certificate to the effect that their appointment, if made, at the ensuing Annual General Meeting shall be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Shareholders are requested to appoint them as Statutory Auditors to hold office up to the conclusion of the next Annual General Meeting and to fix their remuneration.

COST AUDIT

Your Company is following the order issued under the section 209(1 )(d) of the Companies Act, 1956 as amended in respect of manufacture of textiles. The Company has been maintaining cost accounting records as required in the above referred provision of the Companies Act, 1956 as amended. Ms. Ketki D. Visariya, Cost Accountant, has been appointed as a cost auditor for the financial year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the selected accounting policies were applied consistently and the Directors 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 31 st March 2012 and that of the profit of the Company for the year ended on that date;

iii. the proper and sufficient care have been taken 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;

iv. the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPORT INITIATIVE

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given as Form "A" & "B" is attached and form part of this report. The Company being focusing in Indian market, it has not taken any export initiative.

ACKNOWLEDGMENT

The Board wishes to place on record its sincere appreciation to all the bankers, customers, employees at all levels and stakeholders for the continued support and patronage during the year under review.

By Order of the Board

For Kamadgiri Fashion Limited

Place: Mumbai Pradip Kumar Goenka

Date: 11th August 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have great pleasure in presenting 23rd Annual Report along with the Audited Balance Sheet and Profit and Loss Account, forthe year ended 31 st March, 2010.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

2009-10 2008-09

Turnover 10535.27 8,252.20

Other Income 214.76 38.95

Profit before tax 275.83 114.55

Less: Provision for current tax 138.45 63.68

Add/Less: Net deferred tax assets/liability (20.47) (29.71)

Add/Less: Prior Period adjustment (3.25) 0.00

Less: Fringe Benefit tax 0.00 6.50

Profit after tax 157.85 74.10

Less/Add: tax adjustment of earlier year 12.98 (0.86)

Profit & Loss account balance brought forward 313.53 295.74

Profit available for appropriation 480.12 368.98 Appropriation:

General Reserve 4.19 -

Proposed dividend 59.25 47.40

Tax on proposed dividend 9.84 8.05

Balance carried to Balance Sheet 407.83 313.53



OPERATIONS

During the year under review, performance of your Company was satisfactory. The Company has achieved a turnover of Rs. 105.35 Crores during the year as compared to Rs.82.52 Crores during the previous year. The Profit after tax for the financial year 2009-10 was Rs. 1.57 Crores as compared to Rs.74.10 Lacs during the previous year. The better performance in the year under review was result of efficient and better utilisation of available manufacturing facilities, conversion of job work sales into direct processed & complete garment sales as well as trading operations to meet raw material requirements for manufacturing facilities and distribution.

FUTURE PLANS

During the current financial year, the Company have added 24 Tzudocoma Airjet weaving machines to fullfill the ever growing demand of cotton fabrics. With measures taken to achieve higher efficiencies it is expected that the Current capacity will improve substantially.

As young India demands more and formal smart casual and casual products, during the year under review, the Company converted one shirt manufacturing unit for producing casual shirts. Also we started offering a complete package of ready garment during the year under review in comparison to major portion of job work or conversion in 2008-09.

True value grew its distribution business to new heights. "True Lines" range got established with retailers as well as customers. We are positioning it among the top brands in linen over the counter distribution business. To improve its positioning, the offering has been done through through innovative product catalogues. The Company expects and targets quadruple growth of linen business during the current year.

Future Group continues to be associated for strategic and marketing initiatives. This help the Company to counter competitors and assures ready market for its quality products.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.25/- (12.50%) per equity share of Rs. 10/- each. The dividend will be declared at the forthcoming Annual General Meeting by the members and will be paid within the prescribe time limit to the members whose names appear on the Register of Members as on 23rd September, 2010.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate of Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

COMPLIANCE CERTIFICATE

Compliance Certificate as required under section 383Aof the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice, is annexed hereto.

PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Murarilal Goenka and Mr. Lalit Kumar Goenka, Directors of the Company retire by rotation at the ensuing Annual General Meeting andi^eing eligible offer themselves for re-appointment. The details as required by clause 49 of the Listing Agreement, is given as part of the general meeting notice. Mr. Ashwani S. Bhatia was appointed as an Additional Director of the Company w.e.f. 30th October, 2009. He holds office till the date of the ensuing Annual General Meeting. The Company has received a notice from a member alongwith a deposit of Rs. 500/- proposing the candidature of Mr. Ashwani Bhatia to the office of Director liable to retire by rotation pursuant to Section 257 of the Companies Act, 1956. During the year, Mr. Tilak Pradip Goenka resigned as Director.

AUDITORS

M/s. R. S. Agrawal & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting. They have expressed their unwillingness and unavailability to continue as Auditors of the Company. The Board proposes to appoint M/s. Haribhakti & Co., Chartered Accountants, leading audit firm, as the Auditors of the Company in place of the retiring auditors at the ensuing Annual General Meeting. M/s. Haribhakti & Co., Chartered Accountants have issued a certificate to the effect that their appointment, if made at the ensuing annual general meeting shall be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. In view of the increased operations of the Company, post amalgamation, it would be desirable to have a leading audit firm as the auditors of the Company and hence your Directors recommend appointment of M/s. Haribhakti & Co., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

OBSERVATION IN AUDITORS REPORT

The Auditors have remarked about the provision being made for the leave encashment for employees of the Company on actuarial basis, results into change in the accounting policy of the Company. The impact on Profit & Loss account and General Reserves was due to difference in policy followed by the Company. For the year, the Company has made uniform provision of leave encashment benefits for all its employees as per provisions of AS-15.

With regard to the observation about the Internal Audit system, management has to state that the same is under review and the proper internal audit policy and procedure would be set up during the current year.

COST AUDIT

Your Company is following the order issued under the Section 209(1 )(d) of the Companies Act, 1956 as amended in respect of manufacture of textiles. The Company has been maintaining cost accounting records as required in the above referred provision of the Companies Act, 1956 as amended. Ms. Ketki D. Visariya, CostAccountant, has been appointed as a cost auditor for the financial year 2010-11.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the selected accounting policies were applied consistently and the Directors 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 31st March, 2010 and that of the profit of the Company forthe year ended on that date; iii. the proper and sufficient care have been taken 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; iv. the annual accounts have been prepared on a going concern basis.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure "A" & "B" is attached and form part of this report. The Company being focusing in Indian market, it has not taken any export initiative.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the bankers, customers, employees at all levels and stakeholders forthe continued support and patronage during the year under review.

BY ORDER OF THE BOARD FOR KAMADGIRI SYNTHETICS LIMITED Sd/-

PRADIP KUMAR GOENKA

CHAIRMAN &MANAGING DIRECTOR

Date:August 31,2010

Place:Mumbai