The Members of
 BANG OVERSEAS LTD.
 
 The Director''s present with immense pleasure, the NINETEENTH ANNUAL
 REPORT along with the Audited Statement of Accounts of the Company
 fortheyearended 31stMarch 2011.
 
 FINANCIAL HIGHLIGHTS
 
                                                       (Rs. In lacs)
 
 Description                     Stand Alone         Consolidated
                          Year Ended  Year Ended  Year Ended  Year Ended
                          31.03.11    31.03.10    31.03.11    31.03.10
 
 Sales                    14,267.71   12,893.31   17,243.40   16,230.70
 
 Other Income                602.39      623.28      633.90      801.57
 
 Total Expenditure        14,708.60   13,454.00   17,871.83   16,678.43
 
 Earnings before Interest,
 Depreciation and 
 Tax (EBIDT)               1,039.82      888.72    1,164.74    1,153.55
 
 Less: Interest              392.24      392.76      416.89      422.08
 
 Earning Before 
 Depreciation And 
 Tax (EBDT)                  647.58      495.96      747.85      731.47
 
 Less: Depreciation          154.52      150.10      159.57      170.78
 
 Profit before Tax (PBT)     493.06      345.86    1,138.29      560.69
 
 Less: Tax Provision (Current, 
 Deferred, FBT and Earlier   293.70      113.48      303.74      213.88
 Year adjustment)
 
 Profit after Tax (PAT)      786.76      232.38      834.55      346.81
 
 PERFORMANCE REVIEW
 
 Stand Alone
 
 Your Company has achieved a turnover of Rs. 14267.71 lakhs for the year
 ended 31st March, 2011 gaining an increase of 10.65% over the previous
 year. Also, with the improved performance of the Company and
 comparatively higher, the EBIDT of the Company has gained a hike of
 17%. Increase operations and business of the Company has also lead to
 an increase in the Total Expenditure of over 9% as compared to the
 previous year.
 
 Profit after Tax has gained a tremendous hike from 232.378 lakhs in the
 previous year to Rs. 786.76 Lakhs in this year leading and recording an
 increase of over 238% increase.
 
 Consolidated
 
 The Consolidated Turnover of the Company has increased from Rs. 
 16230.70lakhs in the previous year to Rs. 17243.40 Lakhs this year
 leading to a 6.23% increase showing a steady and good performance by
 its Subsidiaries which has also lead to an increase in its Total
 Expenditure by 7.15% as compared to the previous year. Consolidated
 EBIDT of the Company has alsoslowlyandsteadilygainedanincreasefrom Rs.
 53.55 Lakhsto Rs. 64.74 Lakhs (0.97% increase)
 
 The Consolidated Profit after Tax of the Company has also resulted into
 an increase of 140.64% increase from Rs. 346.81 Lakhs to Rs. 834.55
 Lakhs.
 
 With the improved and steady performance of the Company, your Directors
 are hopeful of achieving even better results in the coming years.
 
 UTILIZATION OF IPO FUNDS
 
 Brief particulars of Public Issue fund utilization as per revised
 approved objects of the Issue up to 31st March, 2011 is as follows:
 
 Particulars                              Amount            Amount
                                        (Rs. In lac )     (Rs. in Lac)
                                          Revised           Utilized 
                                         deployment         of funds*
 
 General Corporate Purpose                1,016.80           1,016.75
 
 Setting up of Retail Stores & 
 Brand Building                            1063.00            1063.00
 
 Setting up of Apparel Manufacturing 
 Unit at Kolar District, Karnataka            0.25               0.25
 
 Setting up Apparel Manufacturing unit 
 in the state of Karnataka and 
 Andhra Pradesh                            1420.00             191.24
 
 Setting up of Apparel Manufacturing unit 
 at Visakhapatanam, Andhra Pradesh         1500.00             191.82
 
 Entering into joint Venture / Acquisition 
 of existing set up in India or 
 elsewhere, which                           750.00             124.31
 are engaged in the similar business
 
 Warehousing and logistic facilities        400.00              Nil
 
 Setting up of Design, Display and 
 Sampling unit                              579.75             233.16
 
 Share Issue Expenses                       515.20             515.20
 
 Total Fund Utilized                       7245.00            3335.73
 
 Balance fund kept in Fixed Deposit 
 and units of Mutual Fund                      Rs. 3909.27 Lakhs
 
 The unutilized monies of Rs. 3909.27 Lakhs have been parked in fixed
 deposits with scheduled banks and units of mutual funds.
 
 The Company has amended the Objects of utilization of IPO Proceeds at
 its Annual General Meeting of its members held on 30th September 2009
 by way of a Special Resolution. The Company has also proposed to modify
 the objects of the issue, reallocate the Unutilized issue Proceeds and
 have proposed a resolution to be passed by the members of the Company
 for reasons as detailed in the Notice calling the Annual General
 Meeting.
 
 DIVIDEND AND TRANSFER TO RESERVES
 
 Your Company is undertaking some expansion plans and in order to meet
 the financial requirements for these plans, your Director''s propose to
 plough back the profits and do not recommend any dividend for the year
 2011 -12. No amount is proposed to be transferred to Reserves.
 
 The Register of Members and Share Transfer Books will remain closed
 from 28th September, 2011 to 30th September, 2011, both days
 inclusive. The Annual General Meeting of the Company will be held on
 30th September, 2011.
 
 BUSINESS & OPERATIONS:
 
 DOMESTIC:
 
 SPECIAL ECONOMIC ZONE
 
 The Civil Construction for setting up of a unit of manufacturing of
 garments at the Visakhapatnam Special Economic Zone (VSEZ) has been
 completed and the finishing work with respect to the same is in
 process. The projected capacity of the unit is 180000 garment pes per
 annum. The commencement of the operations at the Manufacturing unit is
 scheduled to be initiated by the Month of September, 2011.
 
 Your Company has also signed a Memorandum of Understanding and is also
 done with the fabricated construction at Visakhapatnam (APIDC) on a 1
 (one) acre plot of APIDC for Manufacturing and Logistics Activities.
 
 DEMERGER
 
 During the financial year, your Company has incorporated a wholly owned
 subsidiary called as Thomas Scott (India) Limited on October22, 2010 in
 orderto receive the retail Division of your Company. The Hon''ble High
 Court ofjudicature of Bombay has approved the Scheme of Demerger of the
 Retail Division of Bang Overseas Ltd. (The Demerged Company) into
 M/s.  Thomas Scott (India) Limited (the Resulting Company) vide its
 Order dated July 22, 2011 and the same has been filed with the
 Registrar of Companies, MaharashtraonAugust05, 2011.
 
 Pursuant to which, Allotment of 33, 90,000 Equity Shares of Rs. 10/-
 each fully paid up of the Resulting Company has been considered and
 approved by the Board of Directors of the Resulting Company on August
 29, 2011 as per the Share Exchange Ratio as mentioned in the Scheme (1
 Equity Shares of the Resulting Company of Rs. 10/- against every 4
 Equity Shares of Rs. 10/- each fully paid up of the Demerged Company).
 The Company is in process of completing further formalities with
 respectto the same.
 
 DISINVESTMENT IN THE AQUARELLE JOINT VENTURE
 
 Your Company had disinvested 10, 00,000 Equity Shares of Rs. 10/-
 each consisting of 50% (fifty percent) shareholding in Aquarelle India
 Private Limited, a 50:50 Joint Venture of the Company, by way of
 transfer/sale of its holding to Aquarelle International Limited.
 
 ACQUISITION:
 
 Your Company is in the process of acquiring a Part IX Company called
 A. S. Raiment Private Limited which is into Shirt Manufacturing
 Textile Business at Visakhapatnam, Andhra Pradesh and have completed
 all the necessary Documentation Work/Formalities with respect to the
 same. The entire process is planned to be successfully completed by the
 end of October, 2011.
 
 GARMENT MANUFACTURING UNIT
 
 Your Company has initiated a Garment Manufacturing Unit called as Bang
 & Scott (a Div. of Bang Overseas Limited) admeasuring more than 1
 (one) acre property (50,000 sq. feet build up area approx) in the heart
 of Whitefield at Bangalore as a means to increase its Manufacturing
 capacity. Moreover, this has a ready building admeasuring more than 
 55000 square feet.
 
 Also, Your Company has also signed a Memorandum of understanding to
 purchase the premises at Doddaballapur, Karnataka, a renowned place
 forGarment Industries forsetting up an Apparel Manufacturing &
 Logistics Unit.
 
 OVERSEAS INVESTMENTS/ACQUISITIONS:
 
 Your Company has incorporated 2 (Two) Wholly Owned Subsidiaries namely
 Bang Europa S. R. O. at Slovakia and Bang HK Limited at Hong Kong in
 order to expand its business activities and establish a place in
 International Market by way of formation and acquisition of business
 set up abroad.
 
 Your Company has entered into a Joint Venture with a Leading Fashion
 Group at Macedonia through its Wholly Owned Subsidiary so as to enable
 the expansion of its business overseas even on a larger scale.
 
 Bang Europa, s.r.o., your Company''s wholly owned subsidiary, situated
 at Slovakia has incorporated its wholly owned subsidiary and has
 invested in the aforesaid Company named as ''Bang & Scott'' at Macedonia
 for the manufacturing and import-export business of garments. Also,
 Bang Europa, s.r.o. has taken up the Management & Business of a
 Macedonian Company which is into the business of Garments and in
 future, plans to acquire the Land & Building of the aforesaid Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the applicable Accounting Standards AS 21 on
 Consolidated Financial Statements read with AS 23 on Accounting of
 Investments in Associates, your Director''s provide the Audited
 Consolidated Financial Statements in this Annual Report.
 
 Business Outlook, Operations and Performance are discussed in detail in
 the Management Discussion & Analysis forming a part of this Report and
 have not been incorporated here to avoid repetition.
 
 SUBSIDIARY COMPANIES:
 
 As on March 31, 2011, the Company has following subsidiaries:
 
 1.  Thomas Scott (India) Limited
 
 2.  VedantaCreations Limited
 
 3.  BangEuropaS.R.O
 
 4.  BangHKLimited
 
 In terms of the general exemption granted by the Central Government
 vide their General Circular No.2/2011 dated 8th February 2011 under
 Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit
 and Loss Account and other documents of the subsidiary companies are
 not being attached with the Balance Sheet of the Company. The Company
 will make available the Annual Accounts of the subsidiary companies and
 the related detailed information to any member of the Company who may
 be interested in obtaining the same. The annual accounts of the
 subsidiary companies will also be kept open for inspection at the
 Registered Office of the Company and that of the respective subsidiary
 companies. The Consolidated Financial Statements presented bytheCompany
 includethe financial results of its subsidiary companies.
 
 DIRECTOR''S
 
 In terms of the provisions of Sections 255 and 256 of the Companies
 Act, 1956 and the Articles of Association of the Company, Mr.
 Viswanath Cheruvu and Mr. M. K. Sinha retire by rotation at the ensuing
 Annual General Meeting and, being eligible, have offered themselves for
 re-appointment. Brief resumes of the Directors proposed to be
 re-appointed, nature of their expertise in specific functional areas
 and names of companies in which they hold Directorships and Memberships
 /Chairmanships of Board Committees, as stipulated in Clause 49 of the
 Listing agreement with the Stock Exchanges are provided as an
 attachment of the notice calling the Annual General Meeting.
 
 STATUTORY AUDITORS
 
 M/s. Rajendra K. Gupta & Associates, Chartered Accountants, the
 retiring Statutory Auditors of the Company, hold office until the
 conclusion of theensuing Annual General Meeting and areeligiblefor
 re-appointment.
 
 The Company has received a confirmation from the Auditors to the effect
 that their re-appointment, if made would be within the prescribed
 limits under Section 224(1B) of the Companies Act, 1956 and that they
 are not disqualified for such reappointment within the meaning of
 Section 226 of the said Act.
 
 M/s. Rajendra K. Gupta & Associates, Chartered Accountants retire at
 the ensuing Annual General Meeting and according to a certificate
 received from them under Section 224(1B) of the Companies Act, 1956
 are eligible for re-appointment. Your Directors recommend their
 re-appointment as the Statutory Auditors of the Company.
 
 AUDITOR''S REPORT
 
 The observations made in the Auditor''s Report, read together with the
 relevant notes thereon are self-explanatory and hence, do not call
 forany comments under Section 217 of the Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act, 
 1956, read with (Particulars of Employees) Rules 1975 as amended, the
 names and other particulars are required to be set out in the Annexure
 to the Directors'' Report.
 
 However, having regard to the provisions of Section 219(1) (b) (iv) of
 the said Act, the Annual Report excluding the aforesaid information is
 being sent to all the members of the Company and others entitled
 thereto. Any member interested in obtaining such particulars may write
 to theCompany Secretary atthe Registered Officeof the Company.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any Deposit
 under Section 58A of the Companies Act, 1956, read with Companies
 (Acceptance of Deposits) Rules, 1975. As such, no amount of Principal
 or Interest is outstanding as on the Balance Sheet Date.
 
 LISTING
 
 At present, the Company''s Equity Shares are listed at National Stock
 Exchange of India Limited and Bombay Stock Exchange Limited and
 theCompany has paid the Listing fees to the above Exchanges
 fortheyear2011-12.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
 AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information relating to conservation of Energy, Technology Absorption
 and Foreign Exchange Earnings and Outgo as required under Section 21
 7(1 )(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of the Particulars in the Report of Board of Directors)
 Rules, 1 988 is given byway of Annexure I to this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanation obtained by them, your Director''s make
 thefollowing statement in termsof Section 217(2AA) of theCompanies
 Act, 1956:
 
 i. that in the preparation of Annual Accounts for the financial year
 2010-11, the applicable accounting standards have been followed along
 with proper explanation relating to material departures;
 
 ii. that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company attheend of the financial year and of the
 profit of the Companyforthat period;
 
 iii. that 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;
 
 Iv.  thatthe Directors have prepared the Annual Accounts on agoing
 concern basis.
 
 CORPORATE GOVERNANCE
 
 Your Company is a follower of the Corporate Governance Practices.
 
 A Report on the Corporate Governance, Practicing Company Secretary''s
 Certificate on Compliance of Corporate Governance, and Management
 Discussion and Analysis giving details of the Company''s Business and
 Operating Results are annexed as a part of this Annual Report for the
 information of the Shareholder''s. The Company has also obtained the
 requisite certificate from the Managing Director of the Company. The
 Managing Director''s declaration regarding Compliance with Company''s
 Code of Conduct for Directors and Senior Management Personnel forms a
 part of the Report on Corporate Governance.
 
 TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
 FUND (IEPF)
 
 During theyear, there were no amounts which remained unpaid /unclaimed
 for a period of 7 years and which were required to be transferred by
 the Company to the Investor Education and Protection Fund established
 by the Central Government pursuant to Section 205C of the Companies
 Act, 1956.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to gratefully acknowledge the
 support and co-operation received from all its Bankers, Stakeholders,
 Investors and other Business Associates for their continued patronage
 and confidence reposed in the Company.
 
 The Directors place on record their appreciation and a token of thanks
 to the sincere hard work and dedication put in by every employee at all
 levels and in all its Departments of the Company leading to impressive
 results of yourCompany.
 
 The Board is confident that with the Employees'' continued enthusiasm,
 initiatives and dedicated efforts, your company would be successful in
 achieving higherand higher level of success by breaking its own record
 in such a competitive market.
 
 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
 
 Sd/-
 
 VENUGOPAL BANG
 
 CHAIRMAN
 
 PLACE: Mumbai
 DATE: August31,2011