Dear Shareholders,
 
 The Directors have great pleasure to present their Report together
 with the Audited Accounts for the year ended March 31, 2011.
 
 FINANCIAL RESULTS AND OPERATIONS:
 
                                                       (Rs. in Lacs)
 
                                          31-03-2011       31-03-2010
 
 Sales                                     225483.63        161476.59
 
 Profit before Interest, Depreciation 
 and Tax                                    56435.48         40317.86
 
 Less: Interest                             14520.64          9354.37
 
 Profit before Depreciation and Tax         41914.84         30963.49
 
 Less: Depreciation                         13667.05          6806.53
 
 Profit before Tax                          28247.79         24156.96
 
 Less: Provision for Taxes (including 
 Deferred)                                   5577.89          6565.05
 
 Profit after Tax                           22669.90         17591.91
 
 Add: - Balance brought forward             44493.67         29765.52
 
 - Profit available for appropriations      67163.57         47357.43 
 
 APPROPRIATIONS:
 
 Less: - Transfer to General Reserve         1200.00           900.00
 
 - Proposed Dividend                         1981.50          1678.50
 
 - Corporate Dividend Tax                     329.10           285.26
 
 - Balance Carried forward                  63652.97         44493.67
 
 Eps(Rs.)
 
 - Basic                                       19.06            18.90
 
 - Diluted                                     17.70           187.59
 
 Your Company has achieved commencement of its largest fabric processing
 plant at Tarapur and other facilities during the FY 2010-11.  The
 production is gearing up resulting into increase in topline by 8.63%
 and PAT by 5.41%
 
 During the year under review, the export turnover has increased to Rs.
 109465.00 lacs as compared to Rs. 100410.21 lacs of the previous year.
 
 DIVIDEND:
 
 Your Directors recommend a dividend of Rs. 1.50/- per Equity Share
 (15%) aggregating to Rs. 2310.60 lacs (including Corporate Dividend
 Tax) for the financial year 2010-11, subject to the approval of the
 members at the ensuing Annual General Meeting.
 
 The dividend pay out as proposed is in accordance with the Company''s
 policy to pay sustainable dividend linked to the long term performance,
 keeping in view the capital needs for the Company''s growth plans and
 the intent to optimal financing of such plans through internal
 accruals.
 
 SHARE CAPITAL:
 
 During the year, the Authorised Share Capital of the Company has
 increased from Rs. 1200000000 consisting of 12,00,00,000 equity shares
 of Rs. 10 /- each to Rs. 1500000000 consisting of 15,00,00,000 equity
 shares of Rs. 10/-each.
 
 Your Company has raised equity by -
 
 (i) Issue of 1,60,00,000 Global Depository Receipts (GDR) representing
 equivalent number of underlying equity shares at the rate of US $ 6.60
 per GDR (Rs. 292.69/- per GDR of face value of Rs. 10/-) to the persons
 resident outside India raising an aggregate of US $ 105.600 million (
 Rs. 46,830.72 lacs). Pursuant to aforesaid, the Company''s GDRs have
 been listed on the Singapore Stock Exchange with effect from October
 27, 2010.
 
 (ii) Issue and allotment of 1,00,00,000 Optionally Convertible
 Warrants, each warrant convertible into one equity share at the rate of
 Rs. 263/- per share (face value of Rs. 10/-) to B R Machine Tools
 Private Limited, an entity belonging to the promoter/ promoter group of
 the Company.
 
 BUSINESS DEVLOPMENT:
 
 1.  Expansion of Yarn Dyeing, Weaving, Processing & Garmenting
 capacities:
 
 During the year under review, your Company has successfully commenced
 the commercial production of its expansion project:
 
 - Under Phase V consisting of manufacturing facilities of Processing,
 Knit Processing at Tarapur and setting up of balancing machineries for
 increasing efficiency of garmenting at Bangalore.
 
 - Under Phase VA consisting of Yarn Dyeing at Tarapur.
 
 The fabric weaving facilities are under erection and likely to be
 operational by the second quarter of FY 2011 -12
 
 Facilities       Contemplated increase        Location      Phase
 
 Weaving                380 Looms              Islampur         V
 
 Weaving                356 Looms              Tarapur         VA
 
 The cost of the project is funded partly by equity capital already
 raised and the balance by way of term loans under Technology
 Upgradation Fund Scheme (TUFs) entitling the Company an interest
 subsidy of 5% and in addition capital subsidy of 10% on :he total
 investment in Processing & Garment Machineries.
 
 2.  Cotton Yam Spinning: (Backward Integration of Business):
 
 During the year, your Company acquired 70.56% stake in Indore based
 Textile Company STI India Limited (STI), by acquiring the Equity Shares
 and Optionally Convertible Debentures alongwith underlying securities
 from the Overseas Private Investors for the total consideration of Rs.
 70 crores. The said acquisition had triggered Open Offer to the
 existing shareholders of STI. Your Company has acquired 2,13,79,722
 equity shares in the Open Offer raising the holding to 73.72% equity
 stake in STI. The equity shares of STI are listed on the BSE and the
 NSE.
 
 STI has the business of manufacturing Cotton Yarn and Cotton knitted
 Fabrics and with a set up of 68,016 spindles and 16 knitting machines.
 The plant has been operating at high capacity utilization. This
 acquisition has helped the Company to complete the value chain from
 spinning to garmenting.
 
 3.  Setting up of Subsidiary in Bangladesh:
 
 In FY 2009-10, your Company has set up a liaison office in Bangladesh
 to have added capabilities for more Garment business in International
 Market. To expand the operations further, during the current financial
 year your Company has incorporated it''s wholly-owned subsidiary in the
 name of BRFL Bangladesh Private Limited with the paid - up capital of
 Tk 1,00,000 / -.  (approxRs. 61, 240/-)
 
 DIRECTORS:
 
 Mr. A. Arumugham resigned as a Director of the Company with the effect
 from February 9, 2011. The Directors place on record their appreciation
 for the contributions made by Mr. A. Arumugham during his tenure.
 
 Mr. M. M. Agrawal was appointed as an additional director during the
 year. Mr. M. M. Agrawal is B.E. & CAIIB - Part 1 and adviser to Axis
 Bank Ltd. At present he worked at various positions with AXIS Bank Ltd.
 and retired as Deputy Managing Director. He has earlier worked as Chief
 Manager - Credit in State Bank of Bikaner & Jaipur. His areas of
 interest are private equity, strategy, Corporate Governance, Corporate
 Finance & Corporate Social Responsibilities.
 
 His experience would be of immense benefit to your Company and adds a
 valuable perspective in the Board of Directors.  Mr. M. M. Agrawal
 holds the office till the date of the ensuing Annual General Meeting
 (AGM) of the Company. The Company has received a notice from a member
 of the Company proposing his candidature for appointment as a Director.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Company''s Articles of Association, Mr. Janardan Agrawal, Mr.  Naseer
 Ahmed and Mr. A. R. Mundra, Directors of the Company shall retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 CORPORATE GOVERNANCE:
 
 A report on the Corporate Governance as stipulated under clause 49 of
 the Listing Agreement with the Stock Exchanges along with a certificate
 from the Statutory Auditors confirming compliance is set out in the
 annexure forming part of this Report along with a separate annexure
 giving the details of the Management Discussion and Analysis.
 
 AUDITORS:
 
 M/s V. K. Beswal & Associates, Chartered Accountants, having Firm
 Registration Number 101083W, the Statutory Auditors of the Company
 shall retire at the ensuing Annual General Meeting and being eligible,
 offer themselves for re-appointment. Necessary resolution in this
 regard is proposed at the forthcoming Annual General Meeting.
 
 AUDITORS'' REPORT:
 
 There are no specific observation in the Auditors'' Report requiring
 further comments under section 217 (3) of the Companies Act, 1956.
 
 FIXED DEPOSITS:
 
 The Company has not accepted or renewed any deposit from public during
 the year under review.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 confirm the following:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures.
 
 2.  They have selected such accounting policies in consultation with
 Statutory Auditors and other Experts 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 viz March 31, 2011 and of the Profit of the
 Company for that year.
 
 3.  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.
 
 4.  They have prepared the attached Statement of Accounts for the year
 ended March 31, 2011 on a going concern basis.
 
 PARTICULARS OF EMPLOYEES:
 
 The information required under section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and the other particulars of the employees are set
 out in the annexure to the Directors'' Report.  Having regard to section
 219 (1) (b) (iv) of the said Act, Annual Report excluding the aforesaid
 information is being sent to all the members of the Company and other
 entitled therto. Any member interested in obtaining such particulars
 may write to the Company Secretary at the registered office of the
 Company.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN
 
 EXCHANGE EARNINGS AND OUTGO;
 
 The particulars as prescribed under section 217 (1) (e) of the
 Companies Act, 1956, read with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988, are set out in
 annexure to this report.
 
 SUBSIDIARY COMPANIES:
 
 (i) Bombay Rayon Holdings Limited (BRHL).
 
 BRHL holds 100% equity of foreign subsidiaries BRFL Europe B.V.,
 Netherlands & BRFL Italia S.r.L, Italy.  BRHL has registered a net
 profit of Rs. 92.07 lacs for the year ended March 31, 2011.
 
 (ii) DPJ Clothing Ltd, U.K.
 
 DPJ Clothing Limited is engaged in business of wholesale marketing and
 distribution of clothing Products. The said subsidiary is assisting in
 getting many mid size retailers of Europe by providing the services
 either by direct import or by import and delivery basis. Your Company
 continued to reap benefits in expanding its business in Europe.
 
 DPJ Clothing Ltd has registered a net profit of Rs. 199.61 lacs for the
 year ended March 31, 2011.
 
 (iii) BRFL Europe B.V., Netherlands.
 
 BRFL Europe B.V at Netherlands continued to play an important role for
 canvassing the business, services to customers on products and designs.
 
 BRFL Europe B.V. has registered a loss of Rs. 49.95 lacs for the year
 ended March 31, 2011.
 
 (iv) BRFL Italia S.r.l, Italy.
 
 The Company owns the popular ''GURU'' brand and is into the business of
 retailing of readymade garments as well as other accessories in Europe.
 
 BRFL Italia S.r.l, Italy has registered a net loss of Rs. 4455.11 lacs
 for the year ended March 31, 2011.
 
 (v) STI India Limited (STI).
 
 After acquiring majority stake in STI, your Company has run the
 business for 4 months and for the year ended March 31, 2011, STI has
 registered a net profit of Rs. 1690.66 lacs ended March 31, 2011.
 
 (vi) BRFL Bangladesh Private Limited (BRFL Bangladesh).
 
 The Company has been incorporated but operations yet to commence.
 
 In accordance with general circular issued by the Ministry of Corporate
 Affairs, Government of India, 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 aiy member of the Company who may be
 interested in obtaining the same.
 
 The necessary disclosures are made in respect of the subsidiaries in
 this Annual Report alongwith the statement pursuant to Section 212 of
 the Companies Act, 1956.
 
 As required by Section 212 of the Companies Act, 1956, the Statement of
 holding in subsidiaries and Consolidated Accounts pursuant to
 Accounting Standard (AS 21) issued by the Institute of Chartered
 Accountant of India, including the financial accounts of the subsidiary
 companies are forming part of the Annual Report. 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.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors express sincere appreciations for the co-operation and
 support from our Bankers, Securities and Exchange Board of Indi a
 (SEBI), Stock Exchanges and other Regulatory authorities, State
 Government and Central Government and above all our Customer;.  We look
 forward to receiving their continued support and encouragement.
 
 The Board of Directors express its gratitude and record its sincere
 appreciation of the dedicated efforts and commitment of all the
 employees. The directors are thankful to the esteemed shareholders for
 their support and the confidence reposed in the Company.
 
                                       For and on behalf of the Board
 
 Place: Mumbai                                       Janardan Agrawal
 
 Date: June 04, 2011                                         Chairman