The Director''s present with immense pleasure, the TWENTIETH ANNUAL
 REPORT along with the Audited Statement of Accounts of the Company for
 the year ended 31st March 2012.
 
 FINANCIAL HIGHLIGHTS
 
                                                       (Rs. In lacs)
                                       Stand Alone      Consolidated
 
 Description                    Year      *Year      Year      *Year
                                Ended      Ended     Ended     Ended
                                31.03.12   31.03.11  31.03.12  31.03.11
 
 Revenue                        13723.79   14.267.71 17612.85  17243.40
 
 Other Income                     357.78       60139   370.15    633.90
 
 Total Expenditure               14075.2    14708.60 17987.23  17871.83
 
 Earnings before 
 Interest, Depreciation and Tax   527.60     1039.82   577.76   1164.74
 (EBIDT)
 
 Less: Interest                   397.81      392.24   443.93    416.89
 
 Earnings Before 
 Depreciation And Tax (EBDT)      129.79      647.58   133.83    747.85
 
 Less: Depreciation               123.42      154.52   138.35    159.57
 
 Profit before Tax (PBT)             637      493.06    (4.52)  1138.29
 
 Tax Provision (Current, 
 Deferred, FBT and Earlier         16.45       293.7    16.06    303.74
 
 Year adjustment)
 Profit after Tax (PAT)            22.82      786.76    11.53    834.55
 
 *Consequent to transfer of Retail Division of the Parent Company, the
 financial statements of the Group for the year ended 31 March 2012 does
 not include the operations of the Retail Division business and is
 therefore not strictly comparable with the figures of the previous year
 ended 31 March 2011.
 
 PERFORMANCE REVIEW Stand Alone
 
 Your Company has earned a Revenue of Rs. 13723.79 lakhs for the year
 ended 31st March, 2012. Also, the Total Expenditure of the Company has
 reduced from Rs. 14708.60 lakhs to Rs. 14075.20 lakhs leading to a
 reduction of 4.31% as compared to the last year. On account of the
 economic slowdown and unfavorable situations, the Company''s Profit has
 reduced as compared to the last year but with the business expansion
 plans, the Management ensures the profit stability in the coming years.
 
 Consolidated
 
 The Consolidated Revenue of the Company has increased from Rs. 17243.40
 lakhs in the previous year to Rs. 17612.85 Lakhs this year leading to a
 2.14% increase showing a steady and good performance by the Group which
 has also lead to a very low increase in its Total Expenditure by 0.65%
 as compared to the previous year. On account of the unfavorable market
 conditions, your Company has made a profit of Rs. 11.53 lakhs as
 compares to a profit of 834.55 lakhs in the previous year.
 
 Your Directors are hopeful of achieving 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, 2012 is as follows:
 
                                                   Amount       Amount
                                              (Rs. In lac) (Rs. in Lac)
 
 Particulars                                      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      1238.75
 
 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          -
 
 Setting up of Design, Display and Sampling unit   579.75       233.16
 
 Share Issue Expenses                              515.20       515.20
 
 Working Capital                                      -        2861.76
 
 Expansion of Existing Business                       -           -
 
 Total Fund Utilized                              7245.00      7245.00
 
 Total IPO proceeds of Rs. 7245 lacs have been utilized as per the
 details mentioned in the above-mentioned table.
 
 *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 had also modified the
 objects of the issue and reallocated the Unutilized issue Proceeds in
 its last 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
 2012-13. No amount is proposed to be transferred to Reserves.
 
 The Register of Members and Share Transfer Books will remain closed
 from 27th September, 2012 to 29th September, 2012, both days inclusive.
 The Annual General Meeting of the Company will be held on 29th
 September, 2012.
 
 BUSINESS & OPERATIONS: DOMESTIC: SPECIAL ECONOMIC ZONE
 
 The Civil Construction for Logistic centre is operational at
 Visakhapatnam Special Economic Zone (VSEZ) and the Manufacturing
 process will start in the second phase based on the market conditions.
 Your Company will soon start the construction at Visakhapatnam (APIDC)
 on a 1 (one) acre plot of APIDC for Manufacturing and Logistics
 Activities.
 
 DEMERGER
 
 During the financial year, the Retail Division of your Company under
 the Brand THOMAS SCOTT has got demerged in Thomas Scott (India)
 Limited (TSIL), pursuant to which 3,39,00,000 Equity Shares having
 face value of Rs. 10/- each of TSIL got listed and traded on The
 National Stock Exchange of India Limited and The Bombay Stock Exchange
 Limited on January 30,2012.
 
 ACQUISITION
 
 Your Company has acquired 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 aforesaid Company is the Subsidiary of your Company as 99.99% stake
 in the aforesaid Company is held by Bang Overseas Limited. Moreover,
 your Company''s Plot of APIDC is adjacent to the building of the
 acquired Company.
 
 OVERSEAS INVESTMENTS/ACQUISITIONS:
 
 Your Company has 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.
 
 Also, in order to establish a place in International Market by way of
 formation and acquisition of business set up abroad, Bang HK Limited
 has incorporated its Subsidiary known as Bang & Scott LLC at
 Macedonia and is planning to remit money to the subsidiary towards its
 Share Capital.
 
 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, 2012, the Company has following subsidiaries:
 
 1.  Vedanta Creations Limited
 
 2.  Bang Europa S.R.O
 
 3.  Bang HK Limited
 
 4.  Bang & Scott LLC (Step Down Subsidiary)
 
 Pursuant to the Demerger, Thomas Scott (India) Limited, which was
 earlier a Wholly Owned Subsidiary of the Company, now ceases to be the
 same on account of the cancellation of the Old Equity Share Capital
 held by your Company in Thomas Scott (India) Limited.
 
 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 by the
 Company include the 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. Vijay
 Ajgaonkar 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.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis of the financial condition and
 results of the operations of the Company for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges., is presented in a separate section forming part of the
 Annual Report.
 
 STATUTORY AUDITORS
 
 M/ s. Rajendra K. Gupta & Associates, Chartered Accountants, the
 retiring Statutory Auditors of the Company, hold office until the
 conclusion of the ensuing Annual General Meeting and are eligible for
 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 for
 any comments under Section 217 of the Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adhere to the Corporate Governance requirements set out
 by SEBI. The Company has implemented several best corporate governance
 practices as prevalent globally.
 
 Your Company has complied with the requirements of Clause 49 of the
 Listing Agreement regarding Corporate Governance. A Report on the
 Corporate Governance and Practicing Company Secretary''s Certificate on
 Compliance of Corporate Governance 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.
 
 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, there were no Employees drawing Remuneration more than
 prescribed under Section 217 (2A) of the Companies Act, 1956.
 Therefore, your Company is not required to disclose such particulars.
 
 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 the
 Company has paid the Listing fees to the above Exchanges for the year
 2012-13.
 
 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
 217(l)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of the Particulars in the Report of Board of Directors)
 Rules, 1988 is given by way 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 the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956:
 
 i.  In the preparation of the annual accounts for the year ended March
 31 2012, the applicable Accounting Standards read with the requirements
 set out under Schedule VI of the Companies Act, 1956 have been followed
 and there are no material departures from the same, if any;
 
 ii.  That the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit of the Company for that period;
 
 iii. That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 iv.  That the Directors have prepared the Annual Accounts on a going
 concern basis
 
 TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
 FUND (IEPF)
 
 During the year, 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 wish to place on record their appreciation for the
 commitment, dedication, devotion and contribution of the employees of
 the Company during the year.
 
 Your Directors also express their gratitude to the bankers, government
 agencies, customers, suppliers, business Associates, shareholders and
 everyone who is directly or indirectly related to the Company for their
 co-operation and look forward to their continued support in the future.
 
                           FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
 
                                                 Sd/-
 
                                      VENUGOPAL BANG CHAIRMAN
 
 PLACE: Mumbai 
 
 DATE: August 27, 2012