Batliboi

The Directors submit their 64th Annual Report together with the
 Audited Accounts for the year ended 31st March 2008.
 
 I.FINANCIAL RESULTS
 
                                                       (Rs. in million)
 
                                                     For the Year Ended
                              31st March,08 31st March,08 31st March,07
                               CONSOLIDATED    STANDALONE    STANDALONE
 
 Gross Turnover (Including          4383.31       2942.64       3064.94
 Indirect Sales)                        -            -            -
 
 Net Sates                          2736.85       1296.12       1280.70
 
 Other Income                         87.92         62.60         44.09
 
 TOTAL INCOME                       2824.78       1358.72       1324.79
 
 Profit before Interest,             330.15        210.00        227.15
 
 Depreciation & Tax (PBIDT)
 
 Less: Interest                       39.53         29.95          9.90
 
 Less: Depreciation                   49.00         18.45         18.43
 
 PROFIT BEFORE TAX (PBT)             241.62        161.60        198.82
 
 Fringe Benefit Tax                    3.73          3.73          3.80
 
 Provision for Taxation: Current Tax  88.67         55.11         57.26
 
 Deferred Tax                          2.05          2.05          5.57
 
 PROFIT AFTER TAX (PAT)              147.17        100.71        132.19
 
 Less: Minority Interest              (1.58)            0             0
 
 PROFIT AFTER MINORITY INTEREST      148.75        100.71        132.19
 
 Add : Balance as per last 
 Balance sheet                       143.26        143.26         68.30
 
 Available Surplus/(Deficit)         292.01        243.97        200.49
 
 APPROPRIATIONS
 
 Proposed Dividend
 
 -  On Preference Shares               0.00         0.00           0.37
 
 -  On Equity Shares                  27.00        27.00          27.00
 
 Dividend Distribution Tax             4.59         4.59           4.65
 
 Transfer to Capital 
 Redemption Reserve                   36.51        36.51          15.21
 
 Transfer to General Reserve          10.00        10.00          10.00
 
 Balance Carried to Balance Sheet    213.91       165.87         143.26
 
                                     292.01       243.97         200.49
 
 2.  PERFORMANCES PROSPECTS
 
 - The Indian Economy is expected to grow by around 8.7% during the year
 under review which is slightly below the projected levels of 9%. The
 moderation in the momentum of growth is primarily because of sharp
 appreciation in the rupee and the US economy on the verge of recession.
 The textile industry visibly slowed down due to decline in the growth
 of exports arising from sharp appreciation in the rupee vis-a-vis the
 dollar combined with ever increasing cotton prices. Your Companys
 performance is also affected due to slowdown in Textile sector.
 
 The stand alone performance of your Company had been affected in as
 much as the turnover of your Company has gone up marginally from Rs
 1325 million to Rs. 1359 million. The PBT of the Company has gone down
 from Rs. 199 million to 162 million during the previous year.
 
 However, your Companys strategy of inorganic growth has proved
 fruitful and after considering the results of two acquisitions of the
 last year, the consolidated performance of your Company has improved
 with its turnover growing by 113% from Rs. 1325 million to Rs. 2825
 million and PBT growing by 22% from Rs.199 million to Rs.242 million.
 
 The Year 2008-09 will be a challenging year for your Company
 considering both the uncertainty of the textile industry and the world
 economy in general. Your Company is confident of meeting those
 challenges.
 
 3.  AMALGAMATION
 
 The process of amalgamation of Batliboi SPM Pvt. Ltd (SPM) with the
 Company is underway. The Amalgamation Petitions before the High Courts
 of Mumbai and Karnataka are expected for hearing shortly. The process
 is expected to be completed by August/September, 2008.
 
 The above amalgamation would bring in synergies and economies of scale
 and provide the necessary impetus to the operations of the Company in
 terms of increase in top line and bottom line.
 
 4.  REDEMPTION OF PREFERENCE SHARES
 
 6,08,480, 1% Non Cumulative Preference Shares of Rs. 100 each issued to
 UTI have been fully redeemed during the year by payment of the last and
 final installment of Rs. 60/- per share.
 
 5.  DIVIDEND
 
 Your Directors recommend Dividend on Equity Shares @ 20 % (i.e. Rs. 1/-
 per Share) aggregating to Rs. 27 Million. The total cash outgo on
 Equity Shares including the Dividend Distribution Tax will be Rs. 31.59
 Million.
 
 6.  TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs 10 Million to General Reserves and
 Rs 36.51 Million to Capital Redemption Reserve out of the amount
 available for appropriations. An amount of Rs 165.88 Million is
 proposed to be retained in the Profit and Loss Account.
 
 7.  SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 The Company has been granted exemption for the year ended March 31,2008
 by the Ministry of Company Affairs from attaching to its Balance-Sheet,
 the individual Annual Reports of its subsidiary companies. As per the
 terms of the exemption letter, a statement containing brief financial
 details of the Companys subsidiaries for the year ended March 31,2008
 is included in the Annual Report. The annual accounts of these
 subsidiaries and the related detailed information will be made
 available to any Member of the Company/its subsidiaries seeking such
 information at any point of time and are also available for inspection
 by any Member of the Company/its subsidiaries at the Corporate Office
 of the Company. The annual accounts of the said subsidiaries will also
 be available for inspection, as above, at the head offices of the
 respective subsidiary companies.
 
 8.  FIXED DEPOSITS
 
 Deposits aggregating Rs. 75000/- which fell due for payment on or
 before 31st March, 2008 were standing unclaimed as on that date,
 
 9.  CORPORATE GOVERNANCE
 
 A separate Report on Corporate Governance along with Auditors
 Certificate on its compliance is attached as Anhexure - II to this
 Report.
 
 10.  DIRECTORS
 
 Mr. S. D. S. Mongia, Mr. Subodh Bhargava and Mr. E. A.Kshirsagar retire
 by rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for reappointment.
 
 Your Directors recommend their re-appointment.
 
 Mr. Krushan Lal Swami ceased to be a Director w.e.f. 31st May, 2008.
 
 Your Directors place on record their appreciation of the services
 rendered by Mr. Swami during his tenure.
 
 11.  AUDITORS
 
 M/s. V. Sankar Aiyar& Co. Chartered Accountants retire at the
 conclusion of the ensuing Annual General Meeting and being eligible,
 offer themselves for reappointment.
 
 The Company has received the relevant Certificate u/s. 224(1) (B) of
 the Companies Act, 1956, from the said Auditors, indicating their
 availability.
 
 12.  AUDITORS REPORT
 
 The Auditors Report to the members on the Companys Annual Accounts
 for the year ended 31st March 2008 is prefixed thereto.
 
 13.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors,
 (based on the representations received from the Operating Management),
 confirm that -:
 
 (a) in the preparation of the Annual Accounts, the applicable
 accounting standards had been followed and that there are no material
 departures;
 
 (b) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have 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.
 
 (c) they have taken proper and sufficient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities.
 
 (d) they have prepared the annual accounts on a going concern basis.
 
 14.  FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
 
 During the year ended 31s1 March 2008, Foreign Exchange Earnings were
 Rs 85.36 million (Previous Year Rs. 83.89 million) and the Foreign
 Exchange Outgo was Rs. 22.51 million (Previous YearRs. 38.42 million).
 For further details, NoteNos. 16& 17to the Accounts may be referred to.
 
 15.  CONSERVATION OF ENERGY
 
 A1.25 MW Windmill was commissioned on 26th September 2005 at Lamba,
 Gujarat to generate power for captive consumption of Companys
 Manufacturing Unit at Udhna. This strategic initiative has resulted in
 reduction in energy cost of Rs.5.97 million and also helped the Company
 gain self-sufficiency in its electricity requirement.
 
 16.  RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
 
 Information in respect of Technology absorption in Form B to Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988, is given in Annexure-I to the Report.
 
 17.  PARTICULARS OF EMPLOYEES
 
 The Statement giving particulars of the employees as required under
 Section 217 (2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 forms part of this Report.
 
 18.  ACKNOWLEDGEMENTS
 
 Your Directors avail of this opportunity to express and place on record
 their heartfelt gratitude to the shareholders, employees, customers,
 principal collaborators, agents, bankers, financial institutions,
 suppliers and distributors for their support to your Company.
 
 
                          For and on behalf of the Board of Directors
 
 MUMBAI                   Nirmal Bhogilal
 Dated: 7th May, 2008,    Chairman & Managing Director