To the Members Pradip Overseas Limited,
 
 The Directors have pleasure to submit their Annual Report and Audited
 Statement of Accounts for the Period ended on 31st March, 2012.
 
 1) FINANCIAL REVIEW:                                  [Rs. in lacs]
 
     Particulars                               2011-12       2010-11
 
 1.  Income From Operations                  166991.16     216118.90
 
 2.  Other Income                              2036.66       1665.85
 
 3.  Financial Charges                        14501.38      10320.77
 
 4.  Depreciation                               732.68        570.46
 
 5.  Profit(loss) Before Tax                 (11441.49)     11741.75
 
 6.  Taxation                                 (3810.93)      3601.07
 
 7.  Profit After Tax                         (7630.56)      6925.51
 
 2) OPERATIONS:
 
 The crisis in Europe has not only affected Euro Zone but also the
 entire world including India. Indian economic growth also moderated
 with GDP growing by 6.5 % in comparison to 8.5 % in previous financial
 year. Average inflation at 9 % remained high during the year. This led
 to policy interest rate hike by RBI continuously.
 
 The Domestic market was also dull due to poor market sentiments and
 Overseas market has become tougher in terms of Competition from other
 emerging countries.
 
 During the year under review the performance of the Company was sharply
 affected for the aforesaid reason as well as high volatility in the
 prices of the Cotton as a result of which the price of yarn which is
 the main raw material of the Company remained highly volatile. The
 Company maintains stock of raw material in order to fulfill the orders
 on hand which are contracted on long term basis and accordingly the
 Company was not able to pass on the hike in the price of the raw
 material on their customers. Moreover, the realization of the sale
 proceeds were got substantially delayed/ not yet realized due to this
 volatility which led to the Company to reformulate the Marketing
 strategy by providing more credit period/ discount/ incentive to the
 customers which has resulted in to severe liquidity crisis. Further,
 the higher rate of interest has aLso affected the financial performance
 of the Company.
 
 In view of the above, the Company had approached to the members of the
 Consortium Banks for restructuring of the Debts and the Bankers has
 approved the restructuring of the Debts for which the Company express
 its thanks to the Bankers for the same.
 
 Management is however hopeful that things would turn around soon and
 Company would be able to come back to its growth plans.
 
 3) UTILISATION OF THE IPO PROCEEDS:
 
 The statement showing proposed and actual utilization of IPO proceeds
 as on 31st March, 2012 is as follows:
 
                                                  (Rs. in lacs)
 
 Sr. 
 no.  Particulars                               Utilisation of Funds
 
                                          As per Prospectus   Actual
 
 01   Manufacturing Facility                    9995.00       229.76
 
 02   Margin Money for Working Capital          9995.00     *9995.00
 
 03   Public Issue Expenses                      622.33       875.32 
 
      Total                                    20612.33     11100.08
 
 * The shareholders of the Company had granted their consent through the
 process of the postal ballot for utilization of the part of the IPO
 proceeds, meant as margin money for working capital for new unit to be
 established in SEZ, for working capital for existing unit of the
 Company till the aforesaid new unit commence commercial activities.
 Accordingly the company has utilized the fund.
 
 The Company has invested the unutilized money in the Mutual Fund, Fixed
 Deposit with Banks as stated in the Balance Sheet of the Company for
 the year under review.
 
 4) DIVIDEND:
 
 Due to the loss incurred by the Company during the year under review,
 the Directors expressed their inability to recommend dividend for the
 year 2011-12.
 
 5) FIXED DEPOSIT:
 
 Your company has not invited any fixed deposit from the Public since
 its incorporation under section 58 A of the Companies Act, 1956 hence
 no information is required to be furnished in respect of outstanding
 deposit.
 
 6) DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As stipulated in Section 217(2AA) of Companies Act, 1956 your directors
 confirm as under:
 
 a.  That in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 b.  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.
 
 c.  That the Directors have taken proper and sufficient care of the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 d.  That the Directors have prepared the Annual accounts on a going
 concern basis.
 
 7) DIRECTORS:
 
 Mr. Sudhir Jumani, Director of the Company will retire by rotation in
 the ensuing Annual General Meeting and being eligible offer himself for
 reappointment.
 
 8) PARTICULAR AS PER SECTION 217 OF THE COMPANIES ACT, 1956:
 
 As required by the Companies (disclosure of particulars in the Report
 of the Board of Directors) Rules, 1988, information pertaining to
 conservation of energy, Technology absorption and foreign exchange
 earnings & outgo are given as Annexure-I to this report.
 
 The information required under section 217(2A) of the Companies Act,
 1956 read with Rule framed there under forms part of this report and
 marked Annexure-II.
 
 9) AUDITORS:
 
 M/s. ASHOK DHARIWAL & CO., Chartered Accountants retire at the ensuing
 Annual General Meeting and being eligible offer themselves for
 re-appointment. The Board recommends to the members to appoint them as
 Auditors of the Company and to fix their remuneration.
 
 10) AUDITOR''S REPORT:
 
 The Auditors Report to the shareholders does not contain any
 reservation, qualification or adverse remarks.
 
 11)CORPORATE GOVERNANCE:
 
 Pursuant to the requirements of the Listing Agreement with Stock
 Exchanges, your Directors are pleased to furnish the following:
 
 1.  Management Discussion and Analysis Report.
 
 2.  A report on Corporate Governance along with Auditor''s Certificate
 relating to compliance of conditions thereof.
 
 12) SEZ :
 
 As reported last year, the Company is considering to develop Textile
 Park in place of SEZ and if the same is finalized, the Company will
 obtain necessary approvals for the same.
 
 13) ACKNOWLEDGEMENT:
 
 Your Directors acknowledge with gratitude the Co-Operation and
 Assistance received from the Banks, Government, Employees and all those
 associated with the Company during the year under review.
 
                            For And on behalf of the Board of Directors
 
 Place : Ahmedabad.                                    (Pradip J. Karia)
 
 Date : 24th August, 2012                  Chairman & Managing Director