The Directors have pleasure in presenting the 21st Annual Report
 together with the audited accounts of your Company for the year ended
 31st March, 2012.
 
                                                    (Amount in Rupees)
 
 Sr.   Particulars                             Year Ended    Year Ended
 No.                                           31st March, 
                                               2012          31st March,
                                                             2011
 
 1     Net Sales/Income from operations      3,018,984,273  2,366,211,454
 
 2     Other Income                            117,814,212     83,399,991
 
 3     Total Expenditure                     2,285,418,893  1,679,152,116
 
 4     Gross profit (Before deducting 
       any of the                              851,379,592    770,459,329
       following)
 
 a.    Finance charges                          25,923,506     20,591,010
 
 b.    Provision for depreciation               62,309,584     57,263,393
 
 c.    Tax provision                           241,738,491    230,271,646
 
 5     Net profit for the year                 521,408,011    462,333,280
 
 i     Prior Period Expenses (Net of Tax)           15,000            Nil
 
 ii    Balance of profit/(loss)                521,393,011    462,333,280
 
 6     Appropriation of profit                 295,656,726    282,896,455
 
 i     Bonus shares issued during the year             Nil            Nil
 
 ii    Proposed Dividend (Including Dividend    57,297,865     57,297,865 
       Tax)
 
 iii   Transfer to General Reserve              52,140,801     46,233,328
 
 7     Dividend (in Rs) per ordinary share           17.00           16.5
 
 8     Paid up Equity capital                  123,250,370    123,250,370
 
 9     Reserves except revaluation reserve   1,040,325,344    988,184,542
 
 10    Surplus c/f                           1,091,882,776    866,131,491
 
 Your Directors wish to inform you that during the financial year ended
 31st March, 2012, the sales and operating income was Rs 301.89 crores
 representing a growth of 28% and net profit after tax stood at Rs 52.14
 crores representing a growth of 12.78% over the previous year.
 
 The Board of Directors had in their meeting held on 20th October, 2011
 declared the first interim dividend of Rs 7/- per equity shares
 absorbing a sum of Rs 86,275,259/- . The record date for the purpose of
 payment of interim dividend was 4th November, 2011 and the said interim
 dividend was paid in November 2011.
 
 The Board of Directors had in their meeting held on 2 nd March, 2012
 declared the second interim dividend of Rs 6/- per equity shares
 absorbing a sum of Rs 73,950,222/- . The record date for the purpose of
 payment of interim dividend was 16th March, 2012 and the said interim
 dividend was paid in March 2012.
 
 Your Directors are pleased to recommend a final dividend of Rs 4/- per
 equity share of Rs 10/- each for the year ended 2011-12.
 
 The dividend once approved by the members in the ensuing Annual General
 Meeting will be paid out of the profits of your company for the year
 and will sum up to a total of Rs 57,297,865/- including dividend
 distribution tax.
 
 An amount of Rs 52,140,801/- would be transferred to the reserves.
 
 OVERALL PERFORMANCE AND OUTLOOK
 
 Being in the fashion business, your Company needs to keep innovating to
 meet the customer''s expectations and deliver high quality products at a
 reasonable price and in line with changing trends.  Your company is
 uniquely placed in the sector with an integrated business model that
 encompasses the complete value chain of design, manufacturing and
 sourcing, distribution, logistics and retailing.  Your Company has an
 in-house team of designers that track national and international trends
 to create innovative fashionable products that customers would relate
 to. Your Company has state of the art manufacturing facilities that
 ensure quality and timely deliveries. This unique business model along
 with a strong and committed focus on its power brands has helped your
 Company sustain the challenging business environment.
 
 All the key brands of your Company, Killer, Integriti, Lawman Pg3 and
 Easies, recorded healthy growth and are well positioned to target
 specific segments of the market.
 
 The Indian retail market provides a big growth opportunity but also
 poses challenges for chasing growth profitably. Your company will
 continue to follow prudent financial policies while seeking growth
 opportunities.
 
 While the market growth opportunities it remains susceptible to various
 factors like rising inflation, volatile financial markets, uncertainty
 over monsoons and other uncertain events. With more and more top of the
 line international brands entering Indian market the competition in the
 branded apparel industry continues to be getting fierce by the day.
 
 While your company has an established presence in Metros and Tier -I
 cities your company is also penetrating into Tier -II and Tier - III
 cities. Your company would continue its thrust on product and design
 innovation. The apparel accessories business looks promising and would
 fuel your company''s growth trajectory. Your company''s presence in the
 women''s segment will drive your company''s growth with an increasing
 preference for western wear in the women''s segment.
 
 The medium/long term India retail story continues to look strong. Your
 company is cautiously optimistic about the year ahead.
 
 INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED:
 
 Your company had invested in aggregate Rs 34,550,000 (PY. Rs 34,550,000)
 in Joint Venture White Knitwear Private Limited (WKPL). WKPL had
 acquired land in Surat SEZ and created building for setting up of
 production unit for producing of knitwear apparels for exports. In view
 of the sluggish demand in international market, most of the members of
 SEZ shelved their projects and approached to central government for
 de-notification of SEZ. The management is hopeful that the SEZ would be
 de-notified soon. Post de-notification WKPL shall dispose of the land
 and building and realise the proceeds to return it to joint venture
 partners.
 
 No provision for diminution in the value of investment is considered
 necessary for the year ended March 2012 in view of the value of
 underlying assets base of joint venture, however your company as a
 matter of abundant precaution made provision aggregates to Rs 4,900,000
 (PY Rs 4,900,000) and provision is grouped under ''Other long term
 provisions''.
 
 CASH FLOW STATEMENT:
 
 In conformity with the provisions of Clause 32 of the Listing Agreement
 with Stock Exchanges, the Cash Flow Statement for the year ended 31st
 March, 2012 is annexed hereto.
 
 RELATED PARTY TRANSACTION:
 
 Related party transactions have been disclosed in the notes to
 accounts.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956, and the
 Articles of Association of your company, Mr. Dinesh P. Jain, Mr. Nimish
 G. Pandya and Mr. Popatlal F. Sundesha, Directors of your Company would
 retire by rotation at the ensuing Annual General Meeting and being
 eligible have offered themselves for reappointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Director''s Responsibility Statement, it is
 hereby confirmed:
 
 (i) that in the preparation of the annual accounts for the financial
 year ended 2011-12, 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 judgements and estimates that are
 reasonable and prudent so as to give true and fair view of the state of
 affairs of your Company at the end of the financial year and of the
 profit of your Company for the year under review;
 
 (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,1956 for safeguarding the assets of
 your Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) That the Directors have prepared the accounts for the financial
 year ended 2011-12 on a ''going concern'' basis.
 
 CORPORATE GOVERNANCE:
 
 Report on Corporate Governance along with the Certificate of Auditors,
 M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and
 Trivedi, Chartered Accountants confirming the compliance of conditions
 of Corporate Governance as stipulated under Clause 49 of the Listing
 Agreements with the stock exchanges forms a part of this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 A detailed review of operations, performance and future outlook of your
 Company is given separately under the head Management Discussion and
 Analysis and forms a part of this report.
 
 COMPLIANCE WITH THE CODE OF CONDUCT:
 
 Your company has put in place a Code of Conduct effective 14th January,
 2006, for its Board members and Senior Management Personnel.
 Declaration of compliance with the code of conduct have been received
 from all the Board Members and Senior Management Personnel. A
 certificate to this effect from the Mr. Kewalchand P Jain, Chairman &
 Managing Director forms a part of this Report.
 
 AUDIT COMMITTEE:
 
 In accordance with Clause 49 of the Listing Agreement your company has
 constituted an Audit Committee which consists of three non-executive
 independent Directors of your Company viz. Mr. Mrudul D. Inamdar
 (Chairman of Audit Committee), Mr. Popatlal F. Sundesha and Mr. Nimish
 G. Pandya.
 
 FIXED DEPOSIT:
 
 Your company has not accepted any deposit within the meaning of Section
 58A of the Companies Act, 1956.
 
 LISTING FEES:
 
 The equity shares of your company are listed on the Bombay Stock
 Exchange Limited and National Stock Exchange of India Limited. Your
 company has paid the applicable listing fees to the above Stock
 Exchanges upto date.
 
 PENDING SHARES UPLOAD:
 
 Your Company has opened a demat suspense account with the Edelwise
 Securities Limited and credited all the shares issued pursuant to the
 Initial Pubic Offer(IPO), which remain unclaimed despite the best
 efforts of your Company and Registrar to Issue.
 
 i) Number of Shareholders outstanding at the beginning of the year: 7
 Outstanding shares in the demat suspense account at the beginning of
 the year: 190
 
 ii) Number of shareholders who approached your Company for transfer of
 shares from suspense account during the year: Nil
 
 iii) Number of shareholders to whom shares were transferred from
 suspense account during the year : Nil
 
 iv) Aggregate number of shareholders outstanding at the end of the
 year: 7 Outstanding shares in the suspense account lying at the end of
 the year: 190
 
 v) The voting rights on these shares are frozen till the rightful owner
 of such shares claims the shares.
 
 AUDITORS:
 
 Your Company''s Auditors M/s. Jain & Trivedi, Chartered Accountants and
 the joint Auditors M/s.  N.A. Shah Associates, Chartered Accountants,
 retire at the conclusion of the ensuing Annual General Meeting of your
 Company and being eligible offer themselves for re-appointment.
 
 COST AUDITOR:
 
 Pursuant to the provisions under section 233B of the Companies Act,
 1956 your Company has appointed Mr. Vinayak Kulkarni, Cost Accountants
 as Cost Auditors of your Company for the financial year 2012-13.
 
 PERSONNEL:
 
 Employee relations continued to be cordial during the year ended 31st
 March, 2012. Your Company continued its thrust on Human Resource
 Development. Your company has initiated various customised training
 programs viz. personality development, development of inter personal
 skills, communication skills, public speaking etc. for its employees
 that enhance both personal as well career growth of the employees.
 These programs are conducted round the year by professional trainers as
 well as by the human resource department of your Company. Your company
 has also encouraged its employees to attend seminars and discussions
 conducted by professional institutions and trade bodies. The Board
 wishes to place on record its appreciation to all the employees in your
 Company for their sustained efforts and immense contribution to the
 high level of performance and growth of the business during the year
 
 INFORMATION UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956 READ WITH
 COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975:
 
 Information in accordance with Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules 1975
 forms a part of the Directors Report for the year ended 31st March,
 2012. However pursuant to the provisions of Section 219 (1)(b)(iv) of
 the Companies Act, 1956, the Directors Report and Statement of Accounts
 are being sent to all shareholders excluding the statement of
 particulars of employees under Section 217 (2A) of the Act. Any
 shareholder interested in obtaining a copy of the said statement may
 write to the Company Secretary at the registered office of your
 Company.
 
 INFORMATION UNDER SECTION 217 (1)(E) OF COMPANIES ACT, 1956 READ WITH
 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
 DIRECTORS) RULES 1988:
 
 The information pursuant to Section 217(1)(e) of the Companies
 Act,1956, read with Companies (Disclosure of Particulars in the report
 of the Board of Directors) Rules 1988 is given below:
 
 A.  Conservation Of Energy
 
 The operations of your company are not energy intensive. However
 wherever possible your company strives to curtail the consumption of
 energy on a continued basis.
 
 B.  Technology Absorption, Adaptations & Innovation
 
 Not Applicable
 
 C.  Foreign Exchange Earnings and Outgo:
 
 Activities relating to exports, initiatives taken to increase exports,
 development of new export markets for products and services and export
 plans.
 
 Total Foreign Exchange used and earned:
 
 FOB Value Rs 117,381,000
 
 Domestic Sales NIL
 
 Total Foreign Exchange outgo Rs 12,930,105
 
 ACKNOWLEDGEMENTS:
 
 The Board would like to place on record its sincere appreciation for
 the wholehearted support and contribution made by its customers, its
 shareholders, and all its employees across the country, as well as the
 various Government Departments, Banks, Distributors, Suppliers and
 other business associates towards the conduct of efficient and
 effective operations of your company.
 
 
 
                                       For and on behalf of the Board
 
                                                   Kewalchand P. Jain
 
                                         Chairman & Managing Director
 
 Dated: 10th May, 2012
 
 Place: Mumbai